General Terms and Conditions of Delivery of CCE Hanseatic Agri GmbH
(March 2025)
§ 1 Validity
(1) These Terms and Conditions of Delivery shall only apply to entrepreneurs, legal entities under public law or special funds under public law. They do not apply to consumers.
(2) Our terms of delivery shall apply exclusively. We do not accept conflicting terms and conditions of the customer, even if we carry out the delivery in the knowledge of conflicting terms and conditions. Anything to the contrary shall only apply if we expressly agree to conflicting terms and conditions.
(3) Our terms of delivery shall also apply to all future transactions between us and the customer (framework agreement).
§ 2 Conclusion of contract, written form, ancillary agreements
(1) Our offers are subject to change and non-binding unless they are expressly binding or contain an express acceptance period. Binding offers without an express acceptance period are valid for one week. If the customer’s order constitutes an offer to conclude a contract, we are entitled to accept this within a period of two weeks, unless a different binding period is expressly stated.
(2) All agreements made between the parties upon conclusion of the contract are set out in full in text form in the contractual declarations. Our employees are not authorized to make verbal commitments that deviate from the written contractual agreement
§ 3 Prices, payment
(1) Our prices apply to delivery in accordance with the agreed terms of delivery. Unless otherwise agreed, the prices are ex works (EXW according to Incoterms 2020) in EURO, plus the respective statutory value added tax and excluding the costs for packaging, transport, customs duties for export deliveries as well as fees and other public charges.
(2) Unless otherwise expressly agreed, the net purchase price is due for payment within 14 days of the invoice date.
(3) Should the cost items on which our price calculation is based, in particular the costs for raw materials, energy or freight, increase after conclusion of the contract for reasons for which we are not responsible and should this lead to an increase in the total costs of contract fulfillment, taking into account all other cost items, we shall be entitled to adjust the price accordingly at our reasonable discretion. We shall inform the customer of the price increase without culpable delay, stating the reasons. If the costs increase by more than 10%, the customer shall be entitled to withdraw from the contract. Withdrawal must be declared immediately after notification of the price adjustment.
§ 4 Offsetting, retention
The customer shall only be entitled to offset and assert rights of retention insofar as his counterclaims are undisputed or have been legally established. This restriction shall not apply to counterclaims of the customer due to defects or (partial) non-fulfillment of the contract, insofar as these claims are based on the same contractual relationship as our claim.
§ 5 Quantities and delivery
(1) Deliveries shall be made in accordance with the agreed terms of delivery. Unless otherwise agreed, delivery shall be ex works (EXW according to Incoterms 2020). Delivery is subject to the timely and proper fulfillment of the customer’s obligations. We may – without prejudice to further rights – demand from the customer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the customer does not fulfill its contractual obligations to us. The defense of non-performance of the contract remains reserved.
(2) If shipment has been agreed, delivery times, dates or periods shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transportation.
(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sales shipments, however, the risk of accidental loss and accidental deterioration of the goods shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.
(4) If the customer is in default of acceptance or otherwise culpably violates his obligations to cooperate, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time of default of acceptance or other breach of duties to cooperate.
(5) We are entitled to make partial deliveries if
- the partial delivery can be used by the customer for the contractually intended purpose,
- the delivery of the remaining agreed goods is ensured and
- the customer does not incur any significant additional work or additional costs as a result, unless we declare that we will bear these costs.
(6) If we are in default or if a delivery becomes impossible for whatever reason, our liability for damages shall be limited in accordance with section 10 of these General Terms and Conditions of Delivery.
§ 6 Force majeure and reservation of self-delivery
(1) We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. war, strikes, lawful lockouts, effects of pandemics, epidemics, shortage of labor, general shortage of energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of our suppliers to deliver or to deliver correctly or on time) for which we are not responsible and which prevent us from providing the delivery on time. In the event of epidemics, pandemics and armed conflicts, this shall also apply if the event as such had already occurred at the time the contract was concluded, but the resulting measures and concrete effects, which make delivery temporarily or permanently impossible, were not foreseeable at the time the contract was concluded. We shall inform the customer of the occurrence of such a hindrance without culpable delay.
(2) In the event of hindrances of a temporary duration, the delivery or performance deadlines shall be extended or the delivery or performance dates or periods shall be postponed by the period of the hindrance plus a reasonable run-up period. If the hindrance is not only of a temporary nature, each of the parties is entitled to withdraw from the contract. This shall also apply if the hindrance is temporary but of unreasonable duration, which can generally be assumed in the case of a hindrance of more than three months
(3) Delivery shall be subject to timely and correct delivery to us. If we have procured the goods owed in good time and if we are not responsible for the failure to deliver, paragraph 2 shall apply accordingly in the event of late or incorrect self-supply. We shall inform the customer without culpable delay of any failure of the upstream supplier.
§ 7 Place of fulfillment, shipping, packaging, transfer of risk, acceptance
(1) The place of performance for all obligations arising from the contractual relationship is our registered office. The type of packaging is subject to our dutiful discretion. This shall also apply to the type of shipment if we exceptionally commission transportation on behalf of the customer.
(2) The risk shall pass to the customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if we have assumed other services. If dispatch or handover is delayed as a result of circumstances caused by the customer, the risk shall pass to the customer from the day on which the delivery item is ready for dispatch and we have notified the customer of this.
(3) Storage costs after the transfer of risk shall be borne by the customer.
(4) The customer shall bear the costs of transportation. If it is agreed (e.g. by an Incoterms clause) that we shall bear the transportation costs to a destination of the customer, the transportation costs assumed by us shall also include the costs of unloading, but only to the extent agreed in each case. If, in particular, downtimes occur during unloading which exceed the agreed scope, the customer shall bear the costs of the additional downtimes.
(5) The shipment will only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at his expense, unless expressly agreed otherwise.
§ 8 Retention of title
(1) The goods shall remain our property until all payments have been received in full. In the event of breach of contract by the customer, including default of payment, we shall be entitled to withdraw from the contract and take back the goods under the statutory conditions.
(2) The customer shall handle and insure the goods appropriately.
(3) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. If the purchase price has not been paid in full, the customer must inform us immediately in writing if the goods are encumbered with third-party rights or exposed to other third-party interventions.
(4) Any processing of goods subject to retention of title shall be carried out for us as the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(5) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to us all claims arising from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the customer shall remain authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the customer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.
(6) To the extend that the above-mentioned securities exceed the claims to be secured by more than 10%, we shall be obliged to release the securities at our discretion at the customer’s request.
§ 9 Warranty
(1) The assertion of warranty claims due to defects presupposes that the customer has complied with the inspection and complaint obligations in accordance with section 377 German Commercial Code (HGB). If a defect is discovered during the inspection or later, we must be notified without culpable delay in writing or by e-mail. The notification shall be deemed immediate if it is made no later than seven days after delivery. Irrespective of this, the customer must report obvious defects that are recognizable without closer inspection (in particular incorrect and short deliveries) within 24 hours of delivery. In any case, the timely dispatch of the notification shall suffice to meet the deadline.
(2) In the event of defects in the goods, the customer has a right to subsequent performance in the form of rectification of the defect or delivery of a defect-free item. If subsequent performance fails (which is generally to be assumed after the second unsuccessful attempt) or in the event of refusal, impossibility or unreasonableness of subsequent performance, the customer shall be entitled to reduce the purchase price or (insofar as the defect is not insignificant) to withdraw from the contract. Claims for damages shall only exist within the scope of section 10.
(3) The warranty period is 12 months from delivery. Notwithstanding this, the statutory warranty period shall apply to claims for damages due to intent and gross negligence as well as due to culpable injury to life, limb and health. The statutory limitation period in section 445b BGB also remains unaffected.
§ 10 Liability
(1) In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; likewise in the event of culpable breach of material contractual obligations. Material contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract and on whose fulfillment the customer regularly relies and may rely. Insofar as there is no intentional or grossly negligent breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(2) Liability for culpable injury to life, limb or health, liability under the Product Liability Act and liability under section 24 LFGB remain unaffected.
(3) Unless expressly regulated otherwise above, our liability is excluded.
§ 11 Arbitration clause and applicable law
(1) All disputes arising out of or in connection with a contractual relationship between us and the customer or with regard to its validity shall be finally settled by the arbitration tribunal of DER AGRARHANDEL – Verein der Getreidehändler der Hamburger Börse e.V. in accordance with its arbitration rules in force at the time the arbitration action is brought, to the exclusion of recourse to the ordinary courts of law. The place of arbitration shall be Hamburg. The language of the arbitration proceedings shall be German.
(2) If the customer has its registered office in the European Union, the European Economic Area or Switzerland, we as the plaintiff shall be entitled, in deviation from paragraph 1, to also bring the action before the ordinary courts having jurisdiction at our registered office.
(3) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 12 Partial invalidity
Should any provision of these Terms and Conditions of Delivery or other provisions between us and the customer and/or any amendments or additions made thereto be invalid or unenforceable, this shall not affect the validity of the contract between us and the customer, including these Terms and Conditions of Delivery and amendments/additions. In place of the invalid/unenforceable provision, the corresponding statutory provisions shall apply.