Terms and Conditions – Sales

of AG Stalltechnik & Genetik GmbH – referred to hereinafter as AGSG

1. General Provisions

1.1 AGSG undertakes deliveries and orders of any kind exclusively in accordance with the following provisions.

1.2 AGSG hereby rejects all differing business, purchasing, or delivery conditions that are communicated to AGSG in connection with order negotiations, in pre-contractual correspondence, or in relation to order placement.

1.3 Business, delivery, or purchasing conditions of AGSG's clients and customers are binding on AGSG only if expressly confirmed in writing by AGSG.

1.4 For the import of breeding animals and weaned piglets, the export conditions of SPF Selskabet in their current version shall apply unless they contradict any contractual agreements between the customer and AGSG or the provisions of these GTC.

2. Order Placement / Conclusion of Contract

2.1 All orders placed with AGSG become binding only upon written confirmation by AGSG. Any agreements or side agreements deviating from AGSG’s order confirmation require written form to be legally effective.

2.2 Information in the order confirmation regarding the production facility for the delivery of livestock and breeding animals is non-binding unless the delivery facility has been expressly agreed upon in writing between AGSG and the customer.

3. Delivery and Deadlines

3.1 Delivery deadlines are only binding if expressly confirmed in writing by AGSG. Indicating an estimated delivery date does not establish a binding delivery deadline for AGSG.

3.2 If events beyond AGSG’s control occur, such as government import or export restrictions, natural disasters, diseases, operational shutdowns, strikes, or weather conditions unsuitable for animal transport (e.g., extreme heat, frost, or frost risk), agreed delivery deadlines shall be extended accordingly, up to a maximum of six months. This also applies if such delivery obstacles occur with suppliers. If such events persist for more than six months, either party is entitled to withdraw from the contract.

3.3 AGSG is entitled to make partial deliveries if they are reasonable for the contracting party. Delivery on demand is not possible.

3.4 If more than four months pass between order placement and delivery, AGSG is entitled to pass on any subsequent increases in transportation costs, tariff changes, or other cost increases to the contracting party.

3.5 If AGSG and the customer have contractually agreed upon a fixed delivery facility, AGSG shall be released from its performance obligation if, despite reminders and deadline extensions, the selected facility does not or insufficiently deliver to AGSG. In this case, AGSG commits to assigning its claims against the upstream supplier to the contracting party upon request.

If the health status of the agreed delivery facility changes, both parties have the right to terminate the contract.

3.6 Risk and liability for purchased live animals transfer to the contracting party upon handover; for auctions, the respective auction conditions apply, supplemented by legal regulations. In the case of agreed "slaughter marketing," risk and liability transfer to the contracting party after completed weighing at the slaughterhouse and approval by the official meat inspection.

3.7 Shipping – even within the same location – is at the contracting party's expense. If shipped to an entrepreneur – even from a third-party location – the entrepreneur bears the risk, including for carriage-free delivery. AGSG determines the shipping method unless the contracting party provides specific written instructions.

4. Complaints

4.1 The customer is obliged to inspect the delivery immediately upon receipt. Visible defects or those detectable through reasonable inspection must be reported in writing to AGSG without delay, but no later than within AGSG’s stipulated complaint periods. For other defects not covered by AGSG’s standard defect and complaint periods, they must be reported in writing within 48 hours of receipt. Hidden defects must be reported within 48 hours of discovery. Claims for material defects expire one year after delivery.

4.2 If the customer is a merchant under the German Commercial Code (HGB), the provisions of Section 377 HGB apply. Customers cannot refuse acceptance of animals.

4.3 In the event of justified complaints, AGSG may choose to provide a replacement or rectify the defect. If neither replacement nor rectification is possible, the customer is entitled to a price reduction or withdrawal. AGSG’s current complaint regulations apply.

4.4 Further claims of the customer – especially contractual and non-contractual claims for damages – are excluded unless AGSG acted with intent or gross negligence. This exclusion does not apply to injury to life, body, or health. Otherwise, liability for simple negligence is limited to breaches of essential contractual obligations and foreseeable, typical damages. If the customer’s damage is covered by an insurance policy, AGSG is only liable for resulting disadvantages (e.g., higher insurance premiums). Claims covered by AGSG’s business liability insurance are limited to the respective coverage amount.

4.5 AGSG is only liable for product descriptions that were explicitly included in the contract or used for its own marketing purposes.

4.6 If the customer is a consumer, Section 478 of the German Civil Code (BGB) remains unaffected.

5. Assignments

If AGSG has no direct obligation and the contracting party incurs damage for which the supplier is responsible due to violations of statutory labeling and reporting requirements (e.g., cattle identification regulations, livestock transport regulations) or due to the delivery of animals containing prohibited or unauthorized substances, AGSG hereby assigns its claims for damages against the supplier to the contracting party.

AGSG requires its suppliers to confirm compliance with health, breeding, and disease-free status as per its procurement conditions. AGSG assigns related claims for damages against the supplier to the contracting party.

6. Payment

6.1 AGSG deliveries are payable within 14 days from invoice issuance.

6.2 After 14 days, the buyer is in default according to legal provisions (§ 286 (3) BGB) without further notice. According to § 288 (2) BGB, AGSG claims bear interest at 12 percentage points above the base rate in business transactions and 5 percentage points above the base rate for consumers.

6.3 Acceptance of checks or bills of exchange is for fulfillment purposes only. Credit is granted subject to receipt and value date availability. Discount, bill, and protest costs are borne by the buyer.

6.4 Offsetting against AGSG’s claims is only permitted with undisputed or legally established counterclaims.

6.5 Discounts are only granted with prior agreement by AGSG.

7. Retention of Title and Security

7.1 AGSG retains ownership of all delivered goods until all claims from the business relationship are settled.

7.2 The customer may resell reserved goods in the ordinary course of business but may not pledge or assign them as security.

7.3 The customer assigns claims from resale as security to AGSG.

7.4 The customer remains authorized to collect assigned claims unless in default. In that case, AGSG may disclose the assignment and collect claims itself.

7.5 AGSG releases securities exceeding 120% of open claims upon request.

7.6 Processing or transformation occurs on AGSG’s behalf.

7.7 If goods are combined or mixed, AGSG retains a proportionate ownership interest.

8. Pricing

Unless otherwise agreed, AGSG is entitled to determine the price at its reasonable discretion.

9. Default in Acceptance and Other Performance Disruptions

In the event of default in acceptance by the contracting partner, AGSG may store the goods at the contracting partner’s expense and risk, either at its own premises or at a third party's facility, or may freely dispose of them in an appropriate manner at the contracting partner’s expense, without the need for prior notice.

10. Retention of Title and Security

10.1 AGSG retains ownership of all goods it supplies until all claims arising from the ongoing business relationship have been settled.

10.2 The customer is entitled to resell goods subject to retention of title in the ordinary course of business. However, such goods may neither be pledged nor assigned as security without AGSG’s consent. Furthermore, the customer is not entitled to assign or pledge claims from the resale of goods subject to retention of title to third parties.

10.3 To secure all claims of AGSG arising from the business relationship, the customer hereby assigns to AGSG all claims arising from the resale of goods subject to retention of title. If the assigned claim against the third-party debtor has been included in a current account, the agreed assignment extends to the claim in the current account up to the value of AGSG’s goods.

10.4 The customer remains entitled to collect claims from the resale as long as they are not in default of payment to AGSG. From the moment of default, AGSG is entitled to disclose the assignment and collect the claim in its own name at any time. In the event of default, the customer is obligated, upon request, to provide all necessary information regarding the assigned claims, their status, and the respective third-party debtors.

10.5 AGSG undertakes to release securities (retained goods or claims) upon the customer’s request if their total value exceeds 120% of the total outstanding claims against the customer.

10.6 Any processing or transformation of the goods supplied by AGSG by the customer shall be carried out on behalf of AGSG as the manufacturer in accordance with § 950 of the German Civil Code (BGB), without any obligation for compensation. The newly created item resulting from processing or transformation also remains the property of AGSG and is subject to retention of title under these provisions. The applicability of §§ 932 et seq. BGB remains unaffected.

10.7 In cases of combination or mixing of the retained goods under §§ 947, 948 BGB, AGSG’s co-ownership share in the new item shall be determined based on the ratio of the invoice value of AGSG’s delivery to the combined goods, including VAT. The customer hereby assigns to AGSG its claim from the resale of the retained goods in the amount of the invoice value of AGSG’s supplied retained goods.

10.8 If the customer culpably breaches contractual obligations, AGSG is entitled, after issuing a reminder and setting a grace period, to reclaim the retained goods as security for its rights. In such cases, the customer expressly allows AGSG to repossess the goods and to enter the business premises for this purpose. The repossession of goods under retention of title due to the customer's payment default or the seizure of the goods by AGSG does not constitute a withdrawal from the contract.

10.9 AGSG is entitled to dispose of repossessed retained goods through private sale in the best possible manner and credit the proceeds after deducting costs. Any surplus proceeds shall be paid to the customer. The costs incurred by AGSG in repossessing the retained goods shall be borne by the customer. AGSG's claims for performance and damages remain unaffected by the repossession of retained goods.

10.10 If third parties access the retained goods or the claims assigned to AGSG as security, the customer shall bear all costs necessary to remove such access, particularly through third-party opposition proceedings or restitution claims, or to recover the goods.

11. Services

If AGSG provides consulting services, it may charge a fee for each hour of consulting performed, as well as a flat-rate travel expense per trip, in accordance with the currently applicable AGSG fee schedule. These fees shall be invoiced to the beneficiary of the service. Alternative billing arrangements may be agreed upon.

12. Place of Performance and Jurisdiction

The place of performance and jurisdiction—including for claims related to checks and bills of exchange—is the registered office of AGSG in 26892 Heede/Ems, provided that the customer is a merchant.

13. Final Provisions

13.1 If the customer is a consumer as defined by law, the provisions of §§ 474 et seq. BGB apply without restriction.

13.2 If any provision of these terms of delivery and payment is or becomes invalid for any reason, the validity of the remaining provisions shall not be affected. The contracting parties are obligated to replace the invalid provision with one that most closely approximates the purpose of the invalid provision.

13.3 The above terms of delivery and payment apply without restriction to all future orders and deliveries between the contracting parties.

Unless expressly agreed otherwise, the law of the Federal Republic of Germany shall apply to all rights and obligations arising from the business relationship.

last change: 01.04.2012