Farm-ING Smart Farm Equipment FlexCo
Update 5/2025
1. Scope
These General Terms and Conditions of Sale and Delivery (“GTC”) apply to all deliveries and services of the companies listed above, hereinafter referred to as the “Seller”, to both businesses (Section 1 UGB) and consumers (Section 1 Austrian Consumer Protection Act), unless otherwise agreed in writing.
Any conflicting or deviating terms and conditions of the customer shall not be recognized unless the Seller has expressly agreed to their validity in writing.
For consumers, these GTC apply only insofar as they do not conflict with mandatory provisions of the Austrian Consumer Protection Act (KSchG).
2. Conclusion of Contract
Offers made by the Seller are non-binding and subject to change. We reserve the right to prior sale.
Offer documents, drawings, samples and comparable information remain the property of the seller and are protected by copyright. Disclosure to third parties requires the express consent of the seller.
A contract is only concluded upon the Seller’s written order confirmation or by actual delivery/commissioning
The customer is bound by the seller’s order confirmation. In the event of justified doubts as to solvency, the seller may withhold delivery until full payment has been made or withdraw from the contract.
Amendments and additions to the contract must be made in writing to be valid.
3. Product Features & Software Components
The delivered devices may include software, digital control units, sensors, or cloud-based services.
The customer receives a non-transferable, non-exclusive right to use the software solely for the contractual purpose. Use of the software on more than one system is prohibited.
Updates, data transmission, online functionalities, etc. are not part of the primary performance obligation unless expressly agreed in writing.
4. Purchase on Field Test
If a purchase contract is expressly concluded as a “purchase on field test”, the field test serves the sole purpose of determining whether the device fulfills the contractually agreed functionality and performance under practical operating conditions.
The field test may only be carried out in the presence of a representative or authorized agent of the seller and exclusively on the customer’s farmland or on the farmland of a contractual agricultural partner designated by the customer. The scope (e.g. area coverage, duration) and period of the field test shall be determined by the Seller in consultation with the Customer.
The seller may improve any defects or deviations from the agreed performance within the scope of the field test twice within ten working days in order to ensure the contractually intended function.
Withdrawal from the contract after field testing is only permissible if the tested device does not achieve at least 90% of the agreed performance or the contractually intended use despite improvements. The seller must be notified of the withdrawal in writing immediately after completion of the field test. Otherwise the device shall be deemed to have been accepted.
The field test is always free of charge. However, if the customer declares a withdrawal from the purchase, the seller is entitled to charge the customer for the actual costs incurred in connection with the field test (in particular for delivery, assembly, return transport, working time). This shall not apply if the Seller has assured the Customer in writing (not merely verbally or through a representative) that the field test will be carried out free of charge even in the event of withdrawal.
5. Prices and Payment Terms
All prices are net ex works plus VAT, packaging, freight, insurance, customs duties and other charges.
For consumers, the gross price including VAT is shown.
If wage costs or other costs required for the provision of services (e.g. material, energy, transportation, third-party services, financing) change due to statutory, tariff or company regulations, the Seller shall be entitled to adjust the prices accordingly.
The prices valid on the day of delivery shall be used for final settlement. Any currency risk shall be borne by the business partner.
Payments are due within 14 days of invoice receipt without deduction, unless otherwise agreed.
From the first, default in payment, interest shall be charged in the amount of 9.2 percentage points above the base interest rate of the Austrian National Bank (as per § 456 of the Austrian Commercial Code), but at least 9.6% annually.
6. Delivery, Installation and Training
Delivery dates are non-binding unless expressly designated as “fixed”.
Partial and advance deliveries are permitted.
Unless otherwise agreed, delivery is made EXW (Ex Works). Risk passes to the customer upon handover to the carrier
In all other respects, the INCOTERMS shall apply in the version valid on the date of conclusion of the contract.
If agreed, the Seller shall also carry out installation and commissioning of the equipment as well as basic on-site training.
Claims for damages due to delay are excluded unless caused by intent or gross negligence.
Events of force majeure – including shortages of raw materials and labor disputes – shall entitle the Seller to postpone production and delivery for the duration of the disruption plus a reasonable start-up period or to withdraw from the part of the contract that has not yet been fulfilled without the customer being entitled to claim compensation.
The seller accepts no liability for the duration of official procedures and the availability of authorities, and shall not be liable and shall be indemnified and held harmless in the event of any damage due to delays/postponements.
7. Export Control and International Delivery
The customer undertakes to comply with all export regulations and any import restrictions in the destination country.
If permits are required, the customer is responsible for obtaining them.
Any customs costs incurred shall be borne by the customer.
8. Retention of Title
Ownership of the delivered goods remains with the Seller until full payment of all claims has been received.
The customer is not entitled to pledge or assign the goods subject to retention of title as security.
In the event of continued breach of contract despite a reminder or in the event of insolvency of the business partner, the seller shall be entitled to demand the return of the delivery item owned by him and to collect it – without the purchase contract being automatically terminated as a result.
9. Warranty
The statutory warranty provisions under Austrian law apply.
For businesses, the warranty period is 12 months from delivery; for consumers, the statutory periods apply.
No additional guarantees are granted unless agreed in writing.
The customer must inspect the goods immediately upon receipt and report any recognizable defects in writing within 5 working days.
In the case of justified defects, the seller shall provide rectification or replacement at his discretion.
Defects in individual parts of a delivery or service do not entitle the customer to reject the entire delivery or service.
A notice of defects shall not release the customer from his obligation to pay; in the event of default of payment, the seller’s warranty obligations shall lapse.
10. Liability
The Seller is only liable for damages caused by intentional or grossly negligent conduct.
Any further liability, in particular for loss of profit or consequential damages, is excluded.
The customer undertakes to carefully follow the operating instructions and safety instructions provided. He is aware that the seller’s liability under the Product Liability Act shall lapse in the event of non-compliance.
The aforementioned limitations of liability do not apply to consumers insofar as they are incompatible with mandatory provisions of the Consumer Protection Act (KSchG) or the Product Liability Act (PHG).
11. Return of Goods
A right of return for goods purchased by the customer only exists – apart from any statutory right of withdrawal – if this has been expressly agreed in writing in the individual case.
A contractually agreed right of return exists exclusively under the following conditions:
– The goods are unused, undamaged and in their original packaging.
– The goods are returned free works to the seller’s production site, at no cost or risk to the seller.
There is no right of return for individually manufactured machines, specially configured devices (including software configurations) or other custom-made products.
If a contractual right of return is exercised, the customer undertakes to pay a lump sum of 15% of the agreed net purchase price of the returned goods to cover the internal processing and inspection costs. This lump sum will be deducted accordingly from the credit note.
12. Data Protection and Remote Access
The Seller reserves the right to transmit or retrieve anonymized device data for remote maintenance and analysis.
Personal data is processed in accordance with the GDPR.
The customer is informed that his personal data will be processed within the framework of the ongoing business relationship for internal analysis purposes and for the transmission of product information.
13. Place of Performance, Governing Law and Jurisdiction
The place of performance for all deliveries and services is the Seller’s registered office in Austria.
Austrian substantive law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Contract language is German.
The place of jurisdiction, where legally permissible, is the competent court at the Seller’s place of business. For actions against consumers, Section 14 of the Austrian Consumer Protection Act applies.
14. General Terms
The application for or pending bankruptcy proceedings against a contractual party entitles the contractual partner to withdraw from the part of the contract which has not been fulfilled. The concerned contractual partner is obliged to notify the other contractual partner immediately of such an incident.
If single clauses of this GTC become ineffective it does not affect the validity of supply agreements in whole. In such cases the contractual partners will try to find a solution which guarantees similar economic success.
Only the German version of these Terms and Conditions of Sale is legally binding. Translations are for information and communication purposes only.