General Conditions of Sale for the Electronic Business Operations of Centrale Marketing-Gesellschaft der deutschen Agrarwirtschaft mbH (CMA)

§ 1 Scope
§ 2 Offer; Effect of the contract
§ 3 Delivery
§ 4 Copyrights
§ 5 Prices; Payment; Delays
§ 6 Warranty
§ 7 Right to revocation
§ 8 Liability
§ 9 Retention of title
§ 10 Data protection
§ 11 Place of performance; Choice of law

(1) The General Conditions of Sale (GCS) of CMA stated below shall form the basis of this contract and of all future contracts and shall apply exclusively. Any diverging conditions shall not be applicable. This shall apply even if CMA executes sale and delivery without reservation although informed of contrary conditions or conditions diverging from these Conditions of Sale.
(2) CMA shall sell in its offers subject to a charge and provide within its cost-free service range information literature (pamphlets, circulars, market research reports, market data etc.) and applications (screen savers, image files, audio recordings etc.) ("subject matter of the contract"). The offer is directed both at private and business persons and companies ("customers"). The object of the contract is the customer's purchase of subject matters of the contract.
(3) The contract language is German.
(4) Any changes or amendments in connection with this contract or future contracts shall be effective only upon CMA's prior written confirmation.

(1) CMA's offers shall not be binding. The customer's order is a binding offer.
(2) CMA can choose to accept this offer by sending electronic confirmation (via email, fax or other) within two weeks upon CMA's receipt of the order. CMA's shipment of the ordered product within this period shall be deemed to comply with the aforementioned acceptance. Receipt of the order shall be immediately confirmed by CMA via electronic mail.
(3) The text of the contract shall be stored by CMA upon conclusion of the contract. It shall be available for the customer only upon request (cf. § 6 (5)), since the customer had the opportunity to print out the text of the contract while submitting the order.

(1) CMA shall deliver the goods ordered by the customer to the delivery address specified by the customer. Delivery dates or delivery periods shall not be binding on principle. Delivery shall be effected within the intended delivery period or by the specified delivery date, but no later than two weeks after the delivery period has elapsed or the delivery date has passed, unless CMA fails to comply with the delivery date or period for reasons beyond CMA's control (see subparagraphs 5 and 7).
(2) The type of shipment shall be chosen upon reasonable discretion and in accordance with the type of the ordered subject matter of the contract (e.g. downloading of a file from CMA's Internet offer). The risk of accidental loss shall pass to the customer once the consignment has left CMA's warehouse or server. This shall also apply to any partial shipments effected.
(3) Partial shipments shall be admissible within the delivery periods indicated by CMA, on condition that such partial shipments do not impair the usage.
(4) The items shall be subject to design or form changes made for technical or legal reasons during the period of delivery, provided that such changes are not substantial and are not unreasonable for the customer.
(5) Delivery shall be effected with the proviso that punctual and sufficient deliveries are made to CMA by its own suppliers. If the agreed delivery date or delivery period is not met, CMA shall be liable for compensation only in case CMA has acted intentionally or negligently.
(6) If CMA is not able to meet the total demand for goods, CMA shall be entitled to split the available amounts. CMA may effect partial deliveries, cancel deliveries or give priority to obligations entered into earlier. In the latter case, the customer shall be entitled to withdraw from the contract by written notice. On principle, CMA shall only make deliveries with a maximum value of 500 EUR.
(7) In case of force majeure or other unforeseeable incidents beyond CMA's control (strikes, lockouts, etc.), CMA shall be entitled to postpone delivery for the duration of the disturbance, including a reasonable initial period, or to withdraw from the contract as far as it has not been fulfilled. This shall also apply if the incidents occur at CMA's suppliers. The customer shall be entitled to request a statement from CMA on whether CMA intends to withdraw or deliver within a reasonable period. If such statement is not delivered within a period of 2 weeks, the customer may withdraw from the contract. The customer shall give CMA written notice of such withdrawal to CMA's company address.
 (8) CMA shall meet its delivery commitments on condition that the customer meets his obligations in a timely and proper manner.
(9) On principle, deliveries shall be made only in the Federal Republic of Germany. Deliveries outside of the Federal Republic of Germany shall be subject to special written confirmation by CMA.

(1) Software ordered by the customer from CMA shall be protected according to §§ 69 a ff. of the German copyright law (Urhebergesetz). Furthermore, copyright protection exists worldwide as laid down in the respective legal system.
(2) Upon sale and transmission of the software, the customer shall be granted the worldwide, non-exclusive, unlimited, irrevocable, unrestricted and transferable right of usage of the software. Provided that no written agreement is made to the contrary, this shall include the right to install the software at a worksite, to copy, to save, to run, to use and to exploit it in any way required for these purposes and to exercise the obligatory rights granted under the copyright law. Granting the right of usage shall not involve assignment of any further software rights.
(3) Furthermore, the customer shall not be entitled to translate back into other code forms (decompilation), to perform reverse engineering on, to edit, to redesign, to further develop or to transmit the program to other data carriers.
(4) This shall apply accordingly to other intellectual property rights, if such rights exist with regard to the software. By purchasing software, the customer shall not acquire any rights with regard to CMA's brands and/or business labels.

(1) All prices shall include packing and delivery, unless the offer on CMA's webpage includes an express indication that the shipping costs will be charged extra. For agreed deliveries outside of the Federal Republic of Germany (cf. § 3 (9) of the GCS) the shipping costs shall be charged extra.
(2) For contracts with an agreed delivery period of more than 4 months, CMA shall reserve the right to raise prices in accordance with any cost increases occurring due to collective agreements and material price increases. If the increase exceeds 5% of the agreed price, the customer shall be entitled to cancel the contract.
(3) If CMA does not deliver on time, the customer can grant CMA a reasonable additional period and withdraw from the contract once this extension has lapsed. If the customer fails to pay on the due date, an interest rate of 8% on due payments shall become payable. If CMA is able to provide evidence of a higher loss caused by delay in payment, CMA shall be entitled to claim compensation for such loss from the customer.
(4) If the customer withdraws from the contract without justification, CMA can claim 10% of the sales price for the costs incurred by processing the order and for the loss of profit without prejudice to CMA's right to claim compensation for a higher loss actually incurred. The customer shall be reserved the right to provide evidence of a lower loss.
(5) If CMA makes partial deliveries, these shall be paid separately by the customer upon and as being invoiced.
(6) The customer shall be entitled to setoffs only if the customer's counterclaims have become res judicata or have been accepted by CMA.

(1) In case of a material defect or a defect of title for which CMA is liable, the customer shall be entitled to request subsequent fulfilment (removal of defect or delivery of a faultless item). CMA shall bear all expenses accruing from subsequent fulfilment, notably shipping, toll, labour and material costs, to the extent that these are not incurred or increased because the subject matter of the contract was transferred to a different place than the original destination (delivery address) by the customer.
(2) If CMA is not willing or able to perform subsequent fulfilment, or if subsequent fulfilment is delayed unreasonably for reasons CMA is responsible for, or if subsequent fulfilment fails in any other way, the customer shall be entitled to choose to either withdraw from the contract or to request an appropriate reduction of the purchase price. If CMA rejects the requested reduction or if the reduction is not reasonable for CMA, the customer can make a claim for damages.
(3) Descriptions of properties shall not constitute a warranty of quality or of properties. Any such warranties will only be provided expressly and in writing by CMA.
(4) The warranty shall only apply to subject matters of the contract that have not been changed by the customer. In case of obvious defects, warranty rights can only be claimed on condition that the customer informs CMA thereof within a period of one week. In case of non-obvious defects, a customer who is a consumer must give notice thereof within one year to be able to claim his warranty rights. A customer who is not a private person ("consumer") is obliged to meet his duty to examine and to make a complaint pursuant to § 437 of the German Civil Code (BGB) and § 377 of the German Commercial Code (HGB) in order to safeguard his warranty rights when giving notice of non-obvious defects.
(5) The customer can send any complaints and requests in writing to the company address or via email to info@cma.de.

(1) The customer shall no longer be bound to the contract agreement if he revokes the contract with due notice. Such revocation need not contain any reasons and it shall be sent to the company address either in writing or by return of the item. We are expressly referring to the information provided on this right to revocation on CMA's webpage.
(2) Revocation must be made within a period of two weeks. The period of revocation shall commence on the date the customer receives the goods and by or on which clear information on the right to revocation and certain details and the business purpose of the contract have been provided to the customer. Compliance with the period shall be achieved if the notice of revocation has been sent on time.
(3) When exercising his right to revocation, the customer shall be obliged to return the goods at CMA's expense and risk. If the value of the goods for which the contract is being revoked is less than 40 EUR, the customer shall bear the cost of return, unless the goods delivered are not in accordance with those ordered.
(4) The customer is obliged to pay the sum charged by CMA of 1.5% of the sales price for the transferral of the goods for use or usage of the goods until exercising the right to revocation.
(5) An unrestricted right of redemption (instead of the right to revocation) does not exist.
(6) The provisions of § 7 shall not apply to customized goods, to the delivery of audio or video recordings or to software, if the supplied data carriers have been unsealed by the user, or to the other goods specified in § 312 d of the German Civil Code (BGB).
(7) § 7 of the GCS shall only apply to private persons ("consumers").

(1) Claims for damages made by the customer as a consequence of the breach of collateral duties or of obligations in contract negotiations shall be excluded. In the aforementioned cases, CMA shall not be liable for damages or removal of defects that have occurred on other objects than the object of purchase itself. Furthermore, CMA shall not be liable, irrespectively of the legal grounds, for loss of profits, non-realized savings, losses incurred through claims made by third parties and other indirect and consequential damage.
(2) The limitations on liability pursuant to § 8 (1) shall neither apply to damage for which CMA is liable due to intention or gross negligence nor to warranties of quality or durability CMA has given. Furthermore, they shall not apply to damage caused by slightly negligent breach of essential contractual obligations (cardinal obligations) and to liabilities as defined by the Product Liability Act (Produkthaftungsgesetz). In these cases, the following provisions shall apply:
a) CMA shall be liable for its own intentional or grossly negligent acts and for equal acts of its vicarious agents and for claims made under the Product Liability Act.
b) CMA shall be liable for breach of a given quality or durability warranty and slightly negligent breach of essential contractual obligations, unless damage was unforeseeable.
(3) Claims for damages made by the customer because of a delay in or failure of CMA's performance shall be limited to the value of such part of the consignment or service which cannot be used as contractually intended due to the failure or delay. This shall not apply in cases of intention or gross negligence where liability is mandatory.

(1) CMA shall retain title to the items delivered until full payment has been effected.
(2) If the customer acts in breach of the contract, CMA shall be entitled to take back the object of purchase. The expenses incurred shall be borne by the customer. Taking back or seizing the object of retention shall not constitute withdrawal from the contract, unless the provisions of the consumer credit law apply or CMA issues an express written statement to this effect.

(1) During the execution of orders, personal data of the customer will be collected, processed and used by CMA. CMA shall be entitled to process and use, and particularly to evaluate, to sort, to collate and even to use for advertising purposes, the collected data for all purposes only in the scope of its business operations. CMA may, if necessary, assign third parties to perform such tasks. CMA shall not be entitled to make the collected data available for third parties for their own purposes.
(2) The customer shall expressly agree to the collection, processing and use of personal data. In particular, the customer shall agree to the creation of use profiles subject to the use of pseudonyms for purposes of advertising, market research or demand-oriented design of the tele-services. The customer shall retain the right to revoke such agreement.

(1) This contract shall be subject to German substantive law. Application of the UN Agreement on international purchase of goods shall be excluded.
(2) If the customer is a merchant as defined by the German Commercial Law (HGB) or if the customer does not have a general jurisdiction in Germany, Bonn shall be the exclusive jurisdiction for all disputes arising between the customer and CMA.
(3) The customer will only assign to third parties his rights arising from this contract with CMA's prior written consent; § 354 a of the German Commercial Law (HGB) shall remain unaffected.