(1) The company farmpartner-tec GmbH (hereinafter "farmpartner-tec") has an online marketplace for the exchange of sales contracts between commercial vendors and merchants from the area of agriculture.
(2) These terms and conditions apply to merchants. If a non-merchant is registered at farmpartner-tec, he accepts the present GTC. The following conditions apply to the business relationship between farmpartner-tec and the users, unless expressly agreed otherwise. These conditions also apply to all future business relationships, even if they are not expressly agreed again.
(1) Customers who want to participate in the online marketplace of farmpartner-tec (hereinafter "users") must register for this purpose. There is no entitlement to registration.
(2) There is an online registration form which has to be completed for registration. The user assures that the provided information in the registration form is true. He is also obliged to inform farmpartner-tec about any changes in data immediately.
(3) If the user is registered by a representative, farmpartner-tec is entitled to require proof of the power of attorney. The details of the proof are defined by farmpartner-tec.
(4) The registration takes effect after the customer agrees with the terms and conditions.
(5) farmpartner-tec reserves the right to withdraw the registration and to lock the access of the user for any reason, particularly because of wrong information at registration or misuse of farmpartner-tec's online marketplace.
3. Personal identification number
(1) After acceptance of the application for registration by farmpartner-tec, the user receives a personal user identification.
(2) The user undertakes to protect this registration number from unauthorized access by third parties. Furthermore, the user ensures that the use by third parties will only be effected with his authorization. If the user learns of a breach of security of any data or information on farmpartner-tec's website or considers such a breach possible, he is obliged to inform farmpartner-tec immediately.
4. Specifications, general provisions
(1) The user can choose as commercial provider ("commercial provider"), whether he wants to
(a) sell an object of purchase at a fixed price ("offer model") or
(b) sell an object of purchase against maximum price ("auction model") on the online marketplace.
(2) The user can choose as buyer ("buyer"), whether he wants to
(a) buy an object of purchase at a fixed price (offer model) or
(b) buy an object of purchase against maximum price (auction model) on the online marketplace.
(3) To describe an object of purchase farmpartner-tec provides a direct connection to the ERP systems or programs with similar functionality. A right to use these programs does not exist. farmpartner-tec also reserves the right to withdraw these programs or the access to the marketplace for any reason at any time. This applies particularly to the case of misuse of the program or part of the program.
(4) The commercial provider ensures that his objects of purchase entered in the online marketplace and the information do not violate any laws or rights of third parties and do not adversely affect other data or the data processing system of farmpartner-tec. In particular, it is prohibited to the user to provide or ask for things which violate criminal or other legal provisions or which trade is prohibited. This also applies to the case of a non-existent agreement required for trade.
(5) farmpartner-tec reserves the right to
(a) reject an object of purchase for any reason,
(b) assign objects of purchase to another product group, regardless of the user-specified product group, and
(c) to add missing data in case of incomplete specifications of objects of purchase.
(6) farmpartner-tec is entitled to change its service offers as well as the user interfaces to its online marketplace at any time.
(7) If a time limit is set by date and/or time, the system time of farmpartner-tec is relevant exclusively.
5. Auction model
(1) The commercial provider quotes a price that he wants to achieve for the object of purchase in the context of paragraph 4 of these conditions and ensures that the highest bidder gets the sale contract at the end of the auction. Furthermore, he defines the end of the auction time by date and time. These declarations represent a binding offer of the commercial provider.
(2) The commercial provider can withdraw this offer as long as there is no acceptance of the offer (paragraph 5 (3)). The withdrawal of the offer is made by deleting the sales offer on the online marketplace and is effective at this time.
(3) The buyer accepts the offer online binding by quoting a price that must be at least the minimum price of the commercial provider stated in paragraph 5 (1), sentence 1. The acceptance is effected under the condition that during the acceptance period, no offer is made at a higher price. With regard to the acceptance, farmpartner-tec is acting as communicating messenger of the buyer and as receiving agent of the commercial provider.
(4) farmpartner-tec is entitled to extend the auction time of the commercial provider by up to three minutes in case of incoming acceptances later than 15 minutes before the end of the announcement period. If the system shows errors at the end of the announcement period, farmpartner-tec can extend the announcement period by 24 hours.
(5) The sale contract is concluded between the commercial provider and the buyer, who accepted the highest price at the end of the acceptance period. The offer that is registered first at farmpartner-tec takes priority in case of several equally high offers. farmpartner-tec communicates the buyer's contact to the commercial provider, informs the buyer about this and communicates the contact details of the commercial provider to the buyer.
(6) It is forbidden to accept self-offered goods or let self-offered goods be accepted by agents or representatives. Furthermore, buyers and commercial providers are prohibited from any price manipulations during the process.
(7) Only buyers who want to buy the goods of the stated type for their business operations are allowed to participate the auction model.
(8) According to paragraph 5 (1) the commercial provider is not authorized to entrust third parties with the transmission of the objects which are advertised within the auction model and is obliged to prohibit any activities in this regard to third parties.
6. Stricted area for dealers / Spare parts exchange
(1) Only dealers have access to the stricted area. The activation for this area is part of the registration process. A right to activate this area does not exist. Granted access privileges can be withdrawn by farmpartner-tec for any reason at any time.
(2) In the spare parts exchange, there are offers for old and residual stocks as well as for overstockings. For the selection and transmission of the stocks of spare parts, farmparnter-tec provides a program and access for data exchange with farmpartner-tec's spare parts exchange to commercial providers. farmpartner-tec reserves the right to withdraw these programs or the access to the marketplace for any reason at any time. This applies particularly to the case of misuse of the program or part of the program.
(3) The commercial provider is bound to this offer until he withdraws it. The withdrawal of the offer is made by deleting the sales offer on the online marketplace and is effective at this time.
(4) The commercial buyer accepts the offer online binding on the spare parts exchange. With regard to the acceptance, farmpartner-tec is acting as communicating messenger of the commercial buyer and as receiving agent of the commercial provider.
(5) The sale contract is concluded between the commercial provider and the commercial buyer, who declared the acceptance first.
7. Attribution of declarations of intent, actions and statements
(1) All declarations of intent, business-like actions and other legally relevant statements or actions (summarized "actions") are actions of the users exclusively.
(2) farmpartner-tec accepts no obligations with regard to the service provision in the context of the respective business.
(1) The offered use of the site by farmpartner-tec is free for the commercial provider and the buyer.
(2) For the sales of spare parts in the stricted area for dealers and motorists, the indicated prices plus indicated rata freight costs and legally applicable value-added tax are valid. Spare parts can be purchased and delivered including logistics only. Collection of the goods by the commercial buyer is not possible.
(3) For the realization of auctions on the online marketplace of farmpartner-tec, the commercial provider has to pay 20.00 EUR fee for the preparation of the auction plus 3.5% of the purchase price upon successful realization of the auction.
(4) All prices are valid plus applicable VAT. Sales to buyers who are resident in another EU member state can only be effected zero-rated after submitting a certified VAT-ID. For sales to buyers who are resident outside the EU, the value-added tax will be refunded on submission of a properly stamped copy of the proof of export.
(5) The fee is payable upon conclusion of the contract between the buyer and the commercial provider. The claim does not apply to the case of non-realization, if it is based on circumstances which cannot be represented by the commercial provider. Sale is always reserved for the commercial provider.
(6) The observance and compliance of all legal rules and regulations regarding the traded goods and their shipment is up to each party. farmpartner-tec is not liable for the promises, declarations and actions of each party. farmpartner-tec is also not liable for the quality and availability of the goods or incorrect entries. Legal claims for the purchase or sale of the offered goods can be enforced after receipt of the purchase agreement by the buyer or commercial provider only.
farmpartner-tec cannot exclude with complete reliability that the person who is referred to as provider, seeker or acceptor in farmpartner-tec's declarations of intent does not actually exist. The real authorship of a declaration of intent therefore always remains doubtful. The commercial provider who makes a bid is therefore acting at his own risk regarding the existence of the buyer. Furthermore, farmpartner-tec cannot exclude completely that an unauthorized person gets hold of the user ID. The user bears the full risk. Liability according to the rules of liability as a messenger without a messenger's power of attorney is excluded.
(1) Liability of farmpartner-tec for initial inability, delay and impossibility is limited to the amount of compensation owed by the commercial provider according to paragraph 8 of this provision, as well as to typical and foreseeable damages.
(2) farmpartner-tec is only liable unlimited for intent and gross negligence of its legal representatives and executives. For other negligence, farmpartner-tec is only liable to the extent of liability for initial inability according to paragraph 10 (1).
(3) farmpartner-tec is only liable for slight negligence, if an obligation, which observance is essential to achieve the purpose of the contract (cardinal obligation), is violated. The limitation of liability for initial inability according to paragraph 10 (1) applies to the case of a violation of a contractual obligation.
(4) Liability by farmpartner-tec for loss of data is limited to the conventional restoration effort, which would have been caused in case of regular and risk-adequate creation of backups.
(5) Liability remains unaffected in conformity with the product liability law.
(6) farmpartner-tec is not liable for the users' credit-worthiness.
(7) farmpartner-tec is not liable for the accuracy and/or completeness of the information, advice and recommendations on farmpartner-tec's website.
(8) The users are liable for all damages which farmpartner-tec suffers due to violation of these terms and conditions. The users are obliged to exempt farmpartner-tec from any damages which are caused due to users' incorrect data or data containing viruses.
(1) farmpartner-tec can terminate the contract concluded by registration for any reason at any time. The registered user can terminate the agreement at any time, too, unless he has executed a declaration of intent at time of termination. The remuneration obligation according to paragraph 8 is not affected by the termination. Notice must be in writing.
(2) If the contract is terminated by farmpartner-tec, farmpartner-tec is entitled to lock the registration number, to delete the user data and to draw in any possibly provided software.
12. Dealing with statements / data
(1) Any data that is transmitted by the user and any data transmitted in connection with the provisions by paragraphs 5 to 7 of farmpartner-tec is saved in machine-readable form. The data is saved and used by farmpartner-tec for the completion of transactions, as well as for the operation of the marketplace. It is only passed on to third parties or used for advertising purposes, if the user has consented, unless there is a legal right. The transmitted data becomes the property of farmpartner-tec. farmpartner-tec is entitled to use the data in an anonymous form for statistical purposes, for its own market analysis and market monitoring and for the development of new products.
(2) All declarations of the users are effected concealed regarding their identification data to other users. farmpartner-tec is entitled to disclose user identification data of other users, if a contract has been concluded or an on-site visit is arranged. In these cases, the necessary data of the users is transmitted.
(3) An obligation of farmpartner-tec to delete the user data after the completion of their respective processes does not exist. farmpartner-tec is rather entitled to keep this data saved. For this purpose, the user expresses his agreement with his registration, which he can revoke at any time.
(4) Data receivers undertakes not to “read in” machine data from websites which are published through a system of farmpartner-tec, as well as the advertisements which were placed on 3rd party portals by farmpartner-tec. Data receivers undertakes that no data from farmpartner-tec will be transmitted or published on any other 3rd party portals than the data receivers owned marketing portals. Farmpartner-tec is entitled to monitor the provided data by using HTML components within the transmitted data. These components are used to generate a report about the usage and the using portal of the provided data and to send this information back to farmpartner-tecs server. The Principal is not authorized to remove these components of legitimation validation from the provided and published data. Depending on Principals` national law, the Principal can be obliged to announce the occurrence of these components at its Data Policies. Farmpartner-tec is not liable for missing announcements on Principal solutions.
13. Jurisdiction / Applicable Law
(1) This agreement is governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the international sale of goods of 11 April 1998 and the application of provisions of the German international private law are excluded.
(2) Governing law for any legal disputes is Schwaebisch Gmuend.
14. Different GTC / Changes to the GTC / Severability clause
(1) Against provisions of the user regarding his general terms and conditions are hereby contradicted.
(2) farmpartner-tec reserves the right to change these terms and conditions at any time. farmpartner-tec will inform its users about these changes immediately. If the user is not inconsistent with the change in the terms and conditions within one month of the notification of change, the amended terms are valid and regarded as accepted by the respective user. farmpartner-tec will particularly point out the consequence of a missing contradiction to the users.
(3) If any provision of this agreement is completely or partially invalid or loses its validity later, the validity of the contract remains unaffected. The invalid provision has to be interpreted, completed or replaced by the parties in such a way that the effective provision corresponds best to the economic purpose of the invalid provision.
D-73525 Schwaebisch Gmuend
Phone +49(0)700-50 60 1000
Fax +49(0)700-50 60 2000