1. Area of Application

(1) farmpartner-tec GmbH (hereinafter "farmpartner-tec") maintains an Online Trading Platform with the objective of mediating purchase contracts in the area of the agricultural industry. Hereby farmpartner-tec functions as agent for the selling party.
(2) These General Terms and Conditions of Trade apply to merchants. If a non-merchant registers with farmpartner-tec, he accepts the below General Terms and Conditions of Trade. The business relationship between farmpartner-tec and the users underlies the following Conditions unless something else is agreed upon explicitly. The Conditions also apply to all future business relationships, even if they are not explicitly agreed upon again.

2. Registration

(1) Clients who want to participate in the Online Trading Platform of farmpartner-tec (hereinafter "User") have to register for this purpose. No entitlement to registration is existent.
(2) The registration form sheet which is made available online must be filled in for the registration. The User assures that the information provided by him in the registration form sheet is true. He is furthermore obligated to inform farmpartner-tec immediately of any change of the data provided.
(3) If the User registers through an agent acting for him, farmpartner-tec is entitled to demand proof of the power of representation. The details of the proof of representation are decided upon by farmpartner-tec.
(4) The registration becomes effective as soon as the User has taken notice of these General Terms and Conditions of Trade online and has declared his consent to their applicability online.
(5) farmpartner-tec reserves the right to revoke the registration and to refuse access to the User without notice at any time and without providing any reasons, in particular however in the case of the statement of false data upon registration or in the case of abuse of the farmpartner-tec Online Trading Platform.

3. Personal Identification Number

(1) On acceptance of the application for registration on the part of farmpartner-tec, the User receives a personal user identification.
(2) The User is obligated to protect this registration number from the unauthorised use by third parties. Furthermore, the User assures that the utilisation by third parties only takes place with his authorisation. If the User obtains knowledge of a breach of security of any data or information saved on the farmpartner-tec website or if he believes such a breach to be possible, he is obligated to inform farmpartner-tec immediately of this.

4. Description of Services; General Regulations

(1) The User, being the selling party ("Selling Party"), can choose between the following regarding business via the Online Trading Platform
(a) selling a purchase good at a fixed price ("Fixed Price Model"),
(b) selling a purchase good at the highest price ("Auction Model") or
(c) stating binding offers for the sales of a purchase good upon request ("Request Model").
(2) The User, being the purchasing party ("Purchasing Party"), can choose between the following regarding business via the Online Trading Platform
(a) purchasing a purchase good at a fixed price ("Fixed Price Model"),
(b) purchasing a purchase good at the highest price ("Auction Model") or
(c) placing non-binding requests regarding the purchase of a purchase good ("Request Model").
(3) farmpartner-tec offers Users the possibility of extended advertising (basic shop) or of direct distribution backed up by the database (pro shop) on the farmpartner-tec website. The establishment of a basic shop and a pro shop requires the conclusion of a separate contract with farmpartner-tec.
(4) For the description of a purchase good, the data fields marked "Minimum Specifications" on the form sheet made available online must be filled in. The User assures that all Minimum Specifications as well as further particulars ("Particulars") provided by him are correct and not misleading.
(5) The User assures that the purchase goods offered by him on the Online Trading Platform as well as the information provided by him do not violate any Law or any third party rights and that they do not have any negative effect on other data or on the data processing system of farmpartner-tec. In particular, is it forbidden that the User offers or requests such goods that
- violate Criminal Law regulations or any other legal regulation or
- the dealing of which is forbidden or a possibly necessary authorisation for the dealing is not provided for.
(6) farmpartner-tec reserves the right
(a) to reject an object of purchase without providing the reasons,
(b) to allocate objects of purchase to another product group than the product group stated by the User as well as
(c) to supplement the specifications of an object of purchase with any missing information if the specification provided is incomplete
(d) to classify the Selling Party and the Purchasing Party in certain sections of the Online Trading Platform.
(7) farmpartner-tec is entitled to amend their spectrum of services as well as the user interfaces belonging to their Online Trading Platform at any time.
(8) If a deadline is decided upon by means of a date and/or a time, the farmpartner-tec system time is exclusively decisive.

5. Fixed Price Model

(1) Within the scope of the regulations of sub-clause 4 (4) of these Conditions, the Selling Party sets a fixed price for the object of purchase as well as the end of the binding time period for his sales offer by means of a date and time. Furthermore, he declares that he renounces the receipt of the declaration of acceptance.
(2) This offer is binding for the Selling Party until he withdraws it or until the commitment period drawn up by himself has passed. The withdrawal of the offer takes place by deleting the sales offer on the Online Trading Platform and becomes effective at this time.
(3) The Purchasing Party declares the binding acceptance of the offer online. Regarding the acceptance, farmpartner-tec acts as both communicating messenger for the Purchasing Party as well as receiving agent for the Selling Party.
(4) The purchase contract is concluded between the Selling Party and that Purchasing Party which declares the acceptance first. farmpartner-tec provides the Selling Party with the contact details of the Purchasing Party. farmpartner-tec informs the Purchasing Party thereof and discloses the contact data of the Selling Party to the Purchasing Party.

6. Auction Model

(1) Within the scope of the regulations of sub-clause 4 (4) of these Conditions, the Selling Party states a minimum price online which he wishes to receive for the object of purchase and declares that the contract will be concluded with that party which has declared the acceptance at the highest price after the end of the auction time period. Furthermore, he sets a date and a time for the auction period to end. These declarations constitute a binding offer of the Selling Party.
(2) The Selling Party can withdraw this offer as long as an acceptance (sub-clause 6(3)) has not yet been declared. The withdrawal of the offer takes place by deleting the sales offer on the Online Trading Platform and becomes effective at this time.
(3) The Purchasing Party declares the binding acceptance of the offer online by stating a price the amount of which must at least be equivalent to the minimum price stated by the Selling Party according to sub-clause 6 (1) sentence 1. The acceptance is subject to the condition subsequent that no offer of a higher price was made during the period of acceptance. Regarding the acceptance, farmpartner-tec acts as both communicating messenger for the Purchasing Party as well as receiving agent for the Selling Party.
(4) farmpartner-tec is entitled to prolong the auction period of the Selling Party for up to 3 minutes if a declaration of acceptance is received later than 15 minutes before the end of the bidding period. If any system errors should arise in the moment of the end of the bidding period which lead to an interruption of the bidding period, farmpartner-tec can prolong the bidding period by 24 hours respectively.
(5) The purchase contract is concluded between the Selling Party and that Purchasing Party which declares the acceptance at the highest price before the end of the bidding period. If several offers of the same price have been submitted, the offer which was registered at farmpartner-tec first is given priority. farmpartner-tec provides the Selling Party with the contact details of this Purchasing Party. farmpartner-tec informs the Purchasing Party thereof and discloses the contact data of the Selling Party to the Purchasing Party.
(6) It is forbidden to declare an acceptance regarding goods offered by the same person or to have an acceptance be declared by an agent or a representative. Furthermore, it is forbidden for the Purchasing and Selling Parties to manipulate the price during the procedure, no matter by which means.
(7) Only such Purchasing Parties may participate in the Auction Model that want to purchase goods of the stated kind for their business enterprise.

7. Request Model

(1) By submitting a request, the Purchasing Party demands the submission of binding offers. The request is made while simultaneously setting an acceptance period, the end of which is determined by date and time by the User as the Purchasing Party. According to the regulations of sub-clause 4 (4) of these Conditions, the Purchasing Party states the maximum price he has in mind. Furthermore, he supplements his submission with the annex of "not binding" in order to clarify that the submitted information constitutes a request for the submission of offers. The Purchasing Party can withdraw his request at any time, a binding effect does not arise.
(2) The Selling Party submits a binding offer online to the request. If the Purchasing Party has stated a maximum price, the offer must include a price which is lower than such a maximum price. With regard to the offer, farmpartner-tec acts as both communicating messenger for the offering party as well as the receiving agent for the accepting party.
(3) The contract is concluded once the Purchasing Party decides upon a Selling Party who has submitted an offer to the request, by declaring his acceptance online within the acceptance period. Regarding such a declaration of acceptance, farmpartner-tec acts as both communicating messenger for the Purchasing Party as well as receiving agent for the Selling Party. The chosen offer does not have to be the one with the most favourable price for the Purchasing Party. Once the Purchasing Party has submitted his declaration of acceptance, farmpartner-tec discloses the contact details of the Selling Party to him.

8. Exclusiveness

(1) During the commitment period pursuant to sub-clause 5 (1) and the auction period pursuant to 6 (1) respectively the Selling Party shall not mandate a third party with the mediation the goods offered on the Platform in the framework of the Fixed Price Model or the Auction Model respectively, and is obligated to forbid any such activities of third parties.
(2) In the case of a User contacting the Selling Party or the Purchasing Party directly and wishing to negotiate goods submitted to the Online Trading Platform without mentioning to have gained his knowledge from farmpartner-tec, the Selling Party is obligated to inquire at farmpartner-tec whether the User obtained his information through farmpartner-tec. If the User discloses the fact that he obtained knowledge of the goods through farmpartner-tec, the Selling Party is obligated to inform farmpartner-tec about the contact made.
(3) The Users are obligated to conclude contracts through farmpartner-tec, even in the case of an inspection on site.

9. Attribution of Expressions of Will, Acts and Declarations

(1) All expressions of will, businesslike acts as well as other legally relevant declarations or acts (summarised as "Actions") submitted to the Online Trading Platform of farmpartner-tec on order of a User, transmitted to another User or received by him, constitute Actions of the User himself exclusively. Regarding these Actions, farmpartner-tec is not acting itself in its own name, not with a binding effect for itself or against itself, and not as a representative for the account of another.
(2) Regarding the fulfilment of performance within the framework of each respective disposition, farmpartner-tec does not assume any obligations of any kind.
10. Payment

(1) The utilisation of the Internet webpage as offered by farmpartner-tec are free of charge for the Purchasing and Selling Parties.
(2) The Selling Party is obligated to pay a remuneration to farmpartner-tec only in the case of a successful mediation. The extent of the remuneration is assessed in relation to the extent of the purchasing price and the product group of the sold product according to the following table:
The remuneration amounts to the following in the case of national transactions:
Used machines:
- 3% of a purchase price up to EUR 2.500,--
- 2% of a purchase price up to EUR 10.000,--
- 1.5% of a purchase price of more than EUR 10.000,--
New machines and Exhibition items:
- 4% of a purchase price up to EUR 5.000,--
- 2 % of a purchase price of more than EUR 5.000,--
and in the case of international transactions
Used machines:
- 5% of a purchase price up to EUR 2.500,--
- 4% of a purchase price up to EUR 5.000,--
- 3% of a purchase price up to EUR 10.000,--
- 2% of a purchase price up to EUR 25.000,--
- 1.5% of a purchase price of more than EUR 25.000,--
New machines and Exhibition items:
- 6% of a purchase price up to EUR 5.000,--
- 4 % of a purchase price of more than EUR 5.000,--
Each respective sum is understood plus the VAT (Value Added Tax) legally valid at the time of the invoice being drawn up. These percentages apply to the exclusive participation in the Online Trading Platform (without any additional services on the part of farmpartner-tec). Sales to Purchasing Parties who are residents of another EU-country can only be executed without VAT upon presentation of an officially certified VAT identification number. In the case of sales to Purchasing Parties who are residents of non-EU countries, the legal VAT will be refunded upon presentation of a stamped copy of a properly stamped certificate of export.
For the sales of spare parts within the exclusive user area for dealers and motorists, the stated prices apply plus the declared logistics for free delivery and the valid legal VAT. The purchase and delivery of spare parts is exclusively subject to free delivery to purchaser's address. A collection of the goods by the Purchasing Party is only possible exceptionally and requires the prior consent of the Selling Party and farmpartner-tec.
(3) The remuneration is due upon conclusion of the contract between the Purchasing Party and the Selling Party. The same applies if the Selling Party concludes a contract regarding goods offered with a farmpartner-tec User outside the Online Trading Platform. farmpartner-tec is entitled to claim remuneration also in the case of the Users not executing the deal wholly or partially in the manner that was agreed upon in the contract. The claim is inapplicable in the case of non-execution as far and as long as this is a result of circumstances for which the Selling Party cannot be held responsible.
(4) If the Selling Party has justifiable reason to doubt the financial reliability of the Purchasing Party after conclusion of the purchase contract, the Selling Party can demand the purchase price to be deposited to the trust account of e-trusco before delivery and have e-trusco handle the procedure. The fees for the utilisation of the trust account are to be paid by the Selling Party.
(5) The compliance with and observance of all legal and official regulations regarding the goods dealt with and their transfer is explicitly incumbent upon each party itself. farmpartner-tec is explicitly not liable for declarations of acceptance, explanations and the conduct of each party respectively. Furthermore, farmpartner-tec is not liable for the quality and availability of the goods or for false submissions. Legal claims regarding the purchase or sale of the offered goods can explicitly only be put forward by the Purchasing Party or the Selling Party after receipt of the purchase contract.
11. Statutory Warranty

farmpartner-tec cannot exclude to 100% the risk that the person whose expression of will is conveyed or received by farmpartner-tec and who is stated as offering party, searching party or accepting party does in fact not exist. The true origin of an expression of will will therefore always remain doubtful. The User who submits an offer or who accepts an offer therefore acts at his own risk concerning the existence of the contract partner. Furthermore, farmpartner-tec cannot exclude to 100% the risk of the user identification being used by a person who has not been authorised to deliver an expression of will by the User. This risk is born by the User himself. A liability of farmpartner-tec according to the liability rules of a messenger without messenger authorisation is excluded.

12. Liability

(1) The liability of farmpartner-tec for initial incapacity, delay and impossibility is limited to the extent of the remuneration amount due by the Selling Party according to sub-clause 10 of these Conditions as well as to damages which are typical for the contract and which are predictable.
(2) Apart from that, farmpartner-tec is liable without restrictions only for intent and gross negligence of its legal representatives and its executives as well. For the fault of other persons employed in performing an obligation for which the principal is vicariously liable, farmpartner-tec is liable only to the extent of liability for initial incapacity pursuant to sub-clause 12 paragraph 1.
(3) Regarding ordinary negligence, farmpartner-tec is only liable as far as an obligation was violated, the compliance of which was essential for the achievement of the contract purpose (cardinal obligation). In the case of violation of an essential contractual obligation, the liability limitation for initial incapacity pursuant to sub-clause 12 paragraph 1 is applicable accordingly.
(4) A liability of farmpartner-tec for loss of data is limited to the typical reproduction expense, which would have occurred if regular back-up copies corresponding to the dangers would have been made.
(5) Liability according to the Product Liability Law (ProdHaftG) remains untouched.
(6) farmpartner-tec is not liable for the financial credibility of the Users.
(7) farmpartner-tec is not liable for the correctness and/or completeness of the information, the advice given and the recommendations presented on the farmpartner-tec website itself or which are made available via that website.
(8) The Users are liable towards farmpartner-tec for all damages which farmpartner-tec suffers as a result of a violation of these Terms and Conditions of Trade. The Users are obligated to exempt frampartner-tec from all damages which occur at farmpartner-tec due to defective data of the User or due to data of the User which is contaminated with a virus. 

13. Termination

(1) farmpartner-tec can terminate the Utilisation Contract concluded upon registration at any time, without providing reasons. The registered User can also terminate the Contract at any time, unless he has submitted an expression of will at the time of termination which is binding for him. The obligation regarding remuneration according to sub-clause 10 remains untouched by the termination. A termination requires written form.
(2) If the Utilisation Contract is terminated on the part of farmpartner-tec, then farmpartner-tec is entitled to freeze the registration number and to delete the User data.

14. Handling of Declarations/Data

(1) All data which is transmitted by the User himself as well as the data transmitted to farmpartner-tec in connection with the declarations according to sub-clauses 5 to 7 are saved in machine-legible form. This data is saved and employed exclusively for the execution of legal transactions as well as for the operation of the Online Trading Platform. The data is passed on to third parties or used for advertising purposes outside of the farmpartner-tec service only as far as the User has explicitly consented hereto.
(2) All declarations made by the Users regarding their identification data are not made available to other Users. farmpartner-tec is entitled to disclose such identification data of Users to other Users if a contract has been concluded or an on-site inspection has been agreed upon. In such cases the necessary data of the Users is disclosed.
(3) farmpartner-tec is not obligated to delete the data of the Users after completion of each respective proceeding. Rather, farmpartner-tec is entitled to upkeep the saving of this data. With his application, the User declares his consent to this, the consent can be revoked at any time. 

15. Place of Jurisdiction/Applicable Law

(1) This Contract is exclusively subject to the Law of the Federal Republic of Germany. The regulations of the United Nation Convention on Contracts for the International Sale of Goods dated April 11th, 1988 in its respective valid version and the application of the collision regulations of the German International Private Law are excluded.
(2) The place of jurisdiction for all legal disputes is Munich/Germany. farmpartner-tec is furthermore entitled to is entitled to bring an action against the User at his general place of jurisdiction. 

16. Divergent General Conditions and Terms of Trade / Amendment of General Conditions and Terms of Trade / Final Regulations

(1) Contrary regulations of the User upon referral to his General Conditions and Terms of Trade are opposed hereby.
(2) farmpartner-tec reserves the right to amend these General Conditions and Terms of Trade at any time. farmpartner-tec will inform all its Users immediately of such an amendment. As far as the User does not object such an amendment of the General Conditions and Terms of Trade within one month after receipt of the information notice on the amendment, the amended General Conditions and Terms of Trade are considered as accepted by the respective User. farmpartner-tec will explicitly inform the Users of the above-described meaning of his omitted objection regarding the information notice of the amendment.
(3) As far as individual regulations of this Contract are wholly or partially legally invalid or lose their legal validity at a later time, this will not affect the validity of the Contract as such. In this case, the meaning of the invalid regulation must be changed, amended or replaced in such a way as to ensure that the valid regulation is in accordance with the economic aim of the invalid regulation as far as possible.

Contact:
farmpartner-tec GmbH
Klarenbergstrasse 44
73525 Schwaebisch Gmuend

Phone: +49 (0) 700 - 50 60 1000
Fax: +49 (0) 700 - 50 60 2000
eMail: contact@farmpartner-tec.de
(Wednesday, 07.11.2001)