General Terms and Conditions of Sale and Delivery of Seeds of Strube D&S GmbH, Söllingen

I. Scope of Application

These General Terms and Conditions of sale and delivery (“General terms”) apply to all sales and deliveries of seeds of Strube D&S GmbH (“Strube”), Söllingen, to any customer (“Buyer”). The Conditions only apply if the Buyer is an entrepreneur (§ 14 German civil code) or a legal entity under public law.
The Conditions of Strube shall apply exclusively. Any conflicting or differing terms and conditions of the Buyer shall not apply and are herewith rejected unless Strube expressively agreed in writing only.
On a case-by-case basis the Parties may agree on any modification of these Terms and Conditions in writing only. This also applies to amendments to the written form.

II. Order and Confirmation of Order

The Buyer orders the seeds from Strube. The order must include details of Buyer’s Company name, invoicing, and delivery address, ordered varieties as well as packaging format, seed treatment, quantity of ordered units, purchase price, payment terms and delivery instructions.
Strube confirms the Buyer’s Purchase Order by sending an electronic order confirmation by email, or by fax within two weeks after its reception.
The electronic order confirmation validates the acceptance of the Buyer’s Purchase Order by Strube and the purchase agreement with the Buyer comes into effect.

III. Delivery

Strube prepares the packaging of the seeds for the Buyer.
Standard delivery terms are FCA-place of factory according to the latest version of the ICC-Incoterms, where the Buyer bears costs and risks of transport to requested delivery place. In this case, Buyer will arrange collection and transport upon Strube’s confirmation of the seed availability.
Upon Buyer’s request, Strube can organize transport of the seeds and deliver CPT- place of delivery, at the costs and risks of the Buyer.
Other delivery conditions may be offered by exception and after consultation.
The estimated shipping date is provided ex-Strube’s warehouse in the order confirmation. A shipping date is met if the seeds have left Strube’s warehouse or the readiness for dispatch has been notified to the Buyer in due time.

If the shipping date cannot be met for any reason, Strube must notify the Buyer in due time.

Unforeseeable events (cf. IX) entitle Strube to postpone the delivery by a reasonable period of time or, if the contract has not yet been fulfilled, to withdraw from the contract in whole or in part. Claims for damages by the Customer for such circumstances are excluded.

IV. Purchase Price and Due Date

Purchase price excludes value added tax (VAT) and other costs.
If applicable, in accordance with the relevant regulations VAT will be added to the total amount of the invoice.
If applicable and in accordance with the agreed incoterm, transport costs will be separately added to the invoice or included in the purchase price.
Payment shall be made by the Buyer as per the due date stated on the invoice, as per as the agreed payment conditions. Preferred payment method is bank transfer (BACS).
In case of default in payment by the due date, Strube shall be entitled, subject to all further rights, to demand, at its option, interest in the amount of the bank debit interest including all ancillary costs for a current account debt of the same amount or interest in the statutory amount of 9 % p.a. above the respective base interest rate. This shall not exclude the assertion of any further damage caused by default.

V. Retention of Title, Chattel Mortgage

Title to the seeds shall only pass to the Buyer after complete payment of the invoiced amount, as well as payment of any outstanding invoices from previous deliveries.
Seeds, delivered under reservation of title, may only be used or passed by the Buyer within regular business operations and may only be resold under extended reservation of title.
The Buyer shall handle the seed with due care, protect it and maintain suitable insurance for the seed.
The Buyer may resell seeds subject to the above retention of title only in the course of his regular business. For this case, the Buyer hereby assigns all claims arising out of such resale, whether the seed have been sown or not, to Strube.
Notwithstanding the right of Strube to claim direct payment the Buyer shall be entitled to receive the payments on the assigned claims. Strube will not demand payment on the assigned claims to the extent the Buyer complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments. Whereas in such a case Strube is enabled to demand the Buyer for all the necessary information about the assigned claims and the debtors and to demand the receipt of the documents and that the Buyer informs the debtors about the assignment. In these cases, Strube is enabled to revoke the power of the Buyer to resell and process the seeds.
In case of bankruptcy, petition for judicial settlement or insolvency proceedings regarding the assets of the Buyer, the Buyer is obligated to immediately inform Strube in written form. Strube is entitled to notify customers of the Buyer of its extended reservation of title by Strube. The same applies if the Buyer defaults on payment.
The crops from seeds, delivered by Strube, shall be considered as chattel mortgage to Strube from the moment of harvesting until the complete payment of all accounts receivable from this business relationship.
All accounts receivable of the Buyer arising from resale of the seeds shall be assigned to Strube for security reasons, from conclusion of the contract to complete payment of all accounts receivable from this business relationship.
As far as legally possible at the seed’s destination and if the Buyer is the final customer, the Buyer assigns to Strube the plants, grown of the seeds delivered by Strube as security from the separation of the plants from the ground on until all receivables from the business relationship between Strube and the Buyer are paid in total.
Strube is obligated to release the securities insofar as the securities exceed the secured claim by more than 10 % and the Buyer requests so. Strube is entitled to choose the securities being released.

VI. Quality of Seeds and Warranty

The seeds comply with the requirements of applicable law for breeding, production and marketing of seeds as well as comply with the requirements for quality of seeds according to the regulations under the German Seed Marketing Act and its regulations in the respective applicable version.
Strube only delivers certified seeds, complying with International Seed Federation (ISF) Trade Rules or OECD regulations, and guarantees the exactitude of the indications on labels and bags. Claims regarding conformity of the seeds shall only be admissible if made during the same campaign as the one during which the seeds have been certified or sold.
Recommendations of use of the seeds, or of any other material or product to be used in relation with the seeds supplied, are given for information only, based on theoretical conditions, and with no guarantee as to the results.
Strube explicitly cannot guarantee, that the seeds are free of genetically modified organisms.

VII. Inspection

The Buyer shall inspect the seeds upon delivery and shall give written notice to Strube of obvious defects without delay, at the latest within 2 weeks after receipt of the seeds. In case of defects not immediately noticeable, the Buyer shall give written notice to Strube without delay, at the latest within 2 weeks after the Buyer became aware of these defects.
The goods acceptance will be performed by a representative of the Buyer in the presence of a representative of Strube or the freight carrier immediately after arrival of the goods at the place of destination. In case of identified deviation from the agreed quantity or quality of the delivered seed, the delivery of the seeds can be accepted under reservation. This reservation must be completed on the proof of delivery and include a concise description of the issue. The reservation shall be created by a representative of the Buyer and a representative of Strube or the freight carrier. Depending on the identified issue, written down in that reservation, a claim may be raised.
Claims for defects, incurred before passing of risk, can be made within two (2) months since passing of risk. The claim of defects after passing of risk is excluded unless opposing agreed.
In case of defects where Strube is responsible for, Strube will at its own choice provide substitute delivery or substitute improvement provided the claim was raised on time. Not until substitute delivery or substitute improvement failed the Buyer is entitled to demand a reduction, withdraw from the contract and claim damages according to legal regulations.

VIII. Liability

Strube is liable for his own fault or faults of his agents or assistants in performance just in case of intent or gross negligence as well as in case of breach of fundamental contractual obligations.
Strube is solely responsible for the warranty described above in section VI. In case of repacking, or any other handling of the seed (including any operation of coating or treatment) by the Buyer after delivery of the seed, Strube’s liability cannot be engaged.
The total liability of Strube for any reason whatsoever in relation to any resale of seed by the Buyer shall under no circumstances and at no time exceed the amount equal to the price paid to Strube for such sale.
Insofar as there is no intentional breach of contract, compensation for damages shall be limited to the foreseeable, typically occurring damage.
The liability for culpable damage to life, body, or health as well as the liability under the Product Liability Act shall remain unaffected.
Further liability of Strube is excluded.

IX. Force majeure

If the contractual duties cannot be fulfilled wholly or partially because of a specific unavoidable and unforeseen event (“Force majeure”), the contractual rights and duties will be suspended, unless agreed otherwise below. Among others, including wars, riots, revolutions, epidemics, embargoes, trade quotas, general labour disturbances, and acts of terrorism, acts from an authority, explosions, fires, natural disasters, or extreme climatic conditions, as well as any event that is beyond the reasonable control of the Parties belong to such an event.
The affected party shall inform the other party immediately about the occurrence and the omission of Force majeure and must try at its best to solve Force majeure as well as to limit its impacts.
In the event of Force majeure, the parties will coordinate the further procedure and decide whether the goods which have not been delivered have to be delivered in addition after the ending of Force majeure. Regardless of this the parties are enabled to cancel the order if Force majeure takes more than two weeks since the agreed date of delivery.

X. Limitation

The limitation period for any claims arising from quality defects and defects of title shall be one year from date of delivery. This also applies to claims for damages by the Buyer unless the application of the limitation period provided by law (§§ 195, 199 German civil code) would result in a shorter limitation period.

XI. Agreement on jurisdiction

Place of jurisdiction is Brunswick (Braunschweig) in Lower Saxony, Germany. Strube is entitled to sue the Buyer at his place of business.

XII. Applicable law

The applicable law shall exclusively be the laws of the Federal Republic of Germany. UN Law on international Sales as well as international uniform law shall not be applicable.

XIII. Severability clause

Should one or more of these conditions be or become ineffective, all remaining terms and conditions shall remain in force.

Söllingen, December 2022