General Terms and Conditions
The following General Terms and Conditions apply exclusively to all Agreements of Raiffeisen Leese made with companies and consumers ("Contract Partners") in the framework of goods and services business, including those arising from conclusion of future business, except where other special conditions have been agreed.
Ineffectiveness of individual clauses hereof does not affect the legal validity of the remaining clauses. The same applies if individual conditions do not form part of an agreement.
Any alterations to these Terms and Conditions will be notified to the Contract Partner in writing. The alterations shall be deemed to have been accepted unless the Contract Partner repudiates them in writing. Raiffeisen Leese will draw his particular attention to this provision when sending out the notification. The Contract Partner must send his repudiation to Raiffeisen Leese within six weeks of notification of the alterations.
2. Conclusion of a Contract
When subject to written confirmation oral or telephone agreements are made to purchase goods or to provide services, the content of the written confirmation shall be authoritative, provided the recipient does not challenge the content without delay. Raiffeisen Leese will draw particular attention to this provision in the letter of confirmation.
In the absence of any agreement to the contrary, payment must be made on delivery or performance without deductions and free of all charges without delay following receipt of invoice. In the case of deliveries on credit, the period for payment will be determined in accordance with the date of delivery or performance.
Payment by bill of exchange is permitted only in the case of express agreement and is deemed to be on account of payment.
Discount and collection charges are payable by the buyer and are due immediately.
When payment is made by cheque, the date of payment is not deemed to be the date of receipt of the cheque by the Raiffeisen Leese, but the date of its irrevocable encashment.
The Contract Partner of Raiffeisen Leese may only offset such counterclaims as are not disputed by Raiffeisen Leese or which have been legally determined. The buyer is not entitled to exercise a right of retention which does not apply to the same contractual relationship.
In case of late payment, all costs associated with reminders will be invoiced and in addition interest may be charged at a rate of 8 % above the base rate of interest according to § 288 of the Civil Code.
4. Account current
All mutual obligations arising from this business relationship, provided this has been specially agreed, may be entered in a current account for which the provisions of §§ 355 ff. of the Commercial Code are applicable. For business relations with farmers, the account current is deemed to be agreed.
On the current account, interest will be added to the individual debit balances at a rate 5 % above the bank's standard borrowing rate for overdraft facilities to private customers at the Raiffeisen Leese headquarters. Entitlement to submit a claim for further loss in case of default is reserved by Raiffeisen Leese.
Statements of account from Raiffeisen Leese dated 31.03, 30.06, 30.09 and 31.12 in each year shall be deemed closing balances in the respective quarters. The balance is deemed to be agreed when the account holder does not raise a challenge within 6 weeks of receipt of the closing balance. Raiffeisen Leese will draw particular attention to this provision when sending out the closing balances. Legal claims remain unaffected.
5. Setting prices
Provided no other agreements have been made, Raiffeisen Leese is entitled to set prices according to its own discretion.
Raiffeisen Leese is liable only in case of malicious intent or gross negligence, or in the case of the absence of assured properties and the infringement of essential contractual obligations.
Claims for compensation by the Contract Partner, irrespective of their legal foundation but in particular in respect of infringing obligations arising from the relationship and from tortious act are excluded.
This does not apply in case of legal compulsion for liability in particular in cases of malicious intent or gross negligence, disregard of life, body or health, underwriting a guarantee of the existence of an assured property, the infringement of essential contractual obligations or in accordance with the product liability law.
An alteration of the burden of proof to the disadvantage of the Contract Partner is not associated with the foregoing provisions.
Raiffeisen Leese is liable for defect claims, except those provided for under §§ 438 section 1 No. 2 and § 634a section 1 No. 2 Civil Code, for a period of one year. For consumers this period only applies for the sale of used, mobile goods. Liability towards companies for defect claims on used goods is excluded. Raiffeisen Leese is only liable to companies for public announcements, in particular advertising, for its own purposes or expressly included in the agreement.
7. Place of fulfilment / Court of jurisdiction
The business premises of Raiffeisen Leese are Place of Fulfilment for both parties, when the customer is a businessman, or a legal entity under public law or a special public fund or has his or its base outside the Federal Republic of Germany. The law applying at the place of fulfilment is authoritative for all legal relationships between the customer, being a company, and Raiffeisen Leese, even when any legal action is being pursued abroad.
If the customer is a businessman or a legal entity under public law or a special public fund, Raiffeisen Leese may bring an action in the court of jurisdiction at the place of fulfilment and may only be taken to court at this court of jurisdiction. For court proceedings concerning the recovery of debts the court of general jurisdiction of the plaintiff (Raiffeisen Leese) alone is responsible.
8. Delivery and performance
Raiffeisen Leese is entitled to make partial deliveries or provide part performance if this is reasonable for the Contract Partner. If delivery or performance on demand has been agreed, the Contract Partner is under an obligation to make the demand within a reasonable period.
If delivery or performance is made unreasonably difficult by force majeure, acts of the authorities, plant closure, strike, extreme weather conditions or other circumstances – affecting either Raiffeisen Leese or their suppliers – then Raiffeisen Leese shall be released from the obligation to deliver for the duration of the hindrance and its after-effects. Raiffeisen Leese will notify the Contract Partner of the incidence of such events without delay. These events shall also entitle Raiffeisen Leese to withdraw from the agreement. In the event of non-delivery or of inadequate delivery to Raiffeisen Leese by one of their suppliers, Raiffeisen Leese is also released from their obligation to deliver completely or in part. This shall only apply when they have made the necessary arrangements for procuring the goods they are to deliver and have selected their own suppliers with due care. They further undertake in such a case to assign their claims against the supplier to the Contract Partner on request.
Raiffeisen Leese may add increases in transport costs, tariff alterations and ice, flood-water or low-water surcharges to the purchase price of the goods, when the delivery is made more than four months after conclusion of the agreement.
8. Delivery and performance (continued)
When consigned to a company, this company bears the risk; this applies also to carriage-paid consignments.
For all deliveries of agricultural products by companies to Raiffeisen Leese the Contract Partner is under an obligation only to supply healthy goods of a merchantable quality which are in accordance with German foodstuffs regulations and Raiffeisen Leese specifications in perfect condition. Goods not matching these conditions may be rejected by us. The supplier is not entitled to make any claim in respect of a refusal of acceptance by Raiffeisen Leese. Any further-reaching rights of Raiffeisen Leese remain unaffected hereby. Accounting will be on the basis of the Raiffeisen Leese price list which is authoritative, in the absence of which, point 5 shall apply.
The goods will be packed to commercial standards at the supplier's expense. Loan packaging must be emptied by the Contract Partner without delay and returned to the company in perfect condition carriage free. It may not be refilled with other goods or used for any other purpose. Loan packaging not returned in perfect condition will be charged for.
Complaints regarding obviously faulty goods or goods obviously of a different quality or in connection with goods delivered obviously other than those ordered may only be made by the company without delay and in any event within one week of receipt of the goods or of the time when the fault became evident.
For used goods, justified complaints will only entitle to a reduction in purchase price. For other than used goods, justified complaints entitle the company only to claim rectification of the defect(s). Where this cannot be achieved within a reasonable time or the nature of the goods makes this impossible, the Contract Partner has the option of withdrawing from the agreement or of reduction in the purchase price. The provisions of § 478 of the Civil Code remain unaffected hereby.
The company must examine the goods immediately on receipt for faults such as shortages, in quality or nature of the goods and is under an obligation to endorse any manifest fault on the receipt document. In addition the provisions of the Commercial Code § 377 HGB also apply to relationships with companies.
Raiffeisen Leese is liable only in case of gross negligence or of the absence of assured properties. For seeds and plants, liability is limited to the cost of the seed or plants.
Damage in transit does not entitle the recipient to decline delivery from Raiffeisen Leese.
11. Delay and default
The purchase price is due and payable immediately when the Contract Partner finally refuses to pay the purchase price. The same legal consequence applies if, where instalment payment has been agreed, the Contract Partners falls into arrears by an amount exceeding one instalment and when the amount in arrear is at least 10 percent of the total purchase price. Raiffeisen Leese can in the case of final refusal of the purchase price decline completion of the purchase agreement without setting a period of grace and without prior warning of such declining, and claim reimbursement of all associated costs and expenses as well as compensation for any loss in value.
Should the buyer delay acceptance, Raiffeisen Leese may store the goods at the cost and risk of the buyer on its own or on a third party site or dispose of the goods in a suitable manner as it sees fit at the expense of the Contract Partner, without such action requiring notice.
Raiffeisen Leese may claim immediate payment of all outstandings and subject deliveries to advance payment or the lodging of a security if there is substantial deterioration in the financial situation or income of the Contract Partner or if a major risk to his assets arises.
12. Retention of title
Title to the goods delivered remains with Raiffeisen Leese until full and complete payment of the purchase price and of all outstandings to Raiffeisen Leese arising or to arise in the future from the business relationship with the Contract Partner (conditional goods). Raiffeisen Leese is entitled to withdraw from the agreement if the Contract Partner falls into arrears with payment.
If the conditional goods are inextricably mixed, processed or combined with other goods, ownership in the new product passes to Raiffeisen Leese in direct proportion to the value of the conditional goods to the value of the goods mixed therewith at the time of their mixing, processing or combination.
Raiffeisen Leese acquires ownership of the new product through its being processed; the Contract Partner preserves this ownership on behalf of Raiffeisen Leese.
The Contract Partner must at their own expense insure goods to which Raiffeisen Leese has title to a reasonable extent against the usual risks and assign any insurance settlement to the latter. Raiffeisen Leese is also entitled to make payment of the insurance premiums, at the expense of the Contract Partner.
The Contract Partner is entitled to sell on the goods, whether mixed, blended, combined, processed or treated or not, only within his usual business activities. He is not authorised to utilise the goods in any other way, in particular not to utilise them as a pledge or security assignment to third parties.
The Contract Partner here and now assigns all outstandings arising from the further disposal of the conditional goods or the goods of which these form a part by treatment or processing to Raiffeisen Leese. The purchaser here and now assigns the first-ranking fraction of the outstandings arising from disposal of goods to which Raiffeisen Leese has acquired part-ownership by mixing, blending or combination in a proportion corresponding to the part-ownership in title enjoyed by Raiffeisen Leese in the goods disposed of, to Raiffeisen Leese. If the Contract Partner disposes of goods of which Raiffeisen Leese is owner, or part-owner, together with goods which do not belong to Raiffeisen Leese at an inclusive price, the Contract Partner here and now assigns the first-ranking fraction of this inclusive outstanding which corresponds to the proportion of the conditional goods to Raiffeisen Leese.
Subject to revocation at any time, the Contract Partner is authorised to collect the assigned outstanding arising from selling on. By request, he must notify Raiffeisen Leese of the name(s) of the debtors of the assigned outstanding, and notify the latter of this assignment or to give Raiffeisen Leese a copy of the notification of assignment. Provided the Contract Partner maintains his payment obligations, Raiffeisen Leese will not make the assignment public. If the value of securities held for Raiffeisen Leese exceeds secured outstandings by a total of more than 10 percent, Raiffeisen Leese is obliged to release corresponding securities at their option at the request of the Contract Partner.
For deliveries of agricultural products by farmers to the co-operative, the provisions of paragraphs 1 to 7 apply correspondingly
Leese, 1 July 2007
Raiffeisen Agil Leese, Oehmer Feld, 31633 Leese
Founded in 1920
Registration court: Walsrode County Court
Register of Co-operative Associations 100.004
Tel.: +49 (0) 5761 / 9211-0
Fax: +49 (0) 5761 / 9211-66
VAT-ID No.: DE 116.160.062
Tax registration No.: 34 /210/00176
Supervisory Board Chairman: Heinrich Wrede
Executive: Chairman Friedrich Könemann, Hans-Joachim Twachtmann, Hans Werner Eggers
Chief Executive and legally-empowered representative: Britta Ronnenberg