General Terms and Conditions of Sale and Delivery of Bayer CropScience Deutschland GmbH for the Hardware "Magic Trap"

These General Terms and Conditions of Sale and Delivery govern the purchase of the hardware "MagicTrap" (hereinafter referred to as "Hardware"), which you can acquire through our online shop www.magicscout.app. By clicking the confirmation fields at the end of the ordering process, you agree to be bound by these General Terms and Conditions of Sale and Delivery and confirm that you acquire and use the Magic Trap in the course of your business activities as a farmer and that you are a "businessperson" within the meaning of § 14 BGB.

If you do not agree to these General Terms and Conditions of Sale and Delivery, no contract will be concluded, and we will not deliver the hardware to you.

So, if you do not accept these General Terms and Conditions of Sale and Delivery, please cancel the ordering process.

§ 1 General

  1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTC" or "Contract") apply between you (hereinafter called "Buyer") and Bayer CropScience Deutschland GmbH, Alfred-Nobel-Straße 50, 40789 Monheim am Rhein (hereinafter called "BCSD").
  2. All agreements between the Buyer and BCSD in connection with the purchase of the hardware "Magic Trap" are based on these GTC and the written or text-form transmitted order confirmation.
  3. The version of these GTC valid at the time of the conclusion of the respective purchase contract is decisive.
  4. BCSD does not accept deviating conditions of the Buyer. This also applies if BCSD does not expressly contradict the inclusion of deviating contractual conditions of the Buyer.
  5. Regarding the scope of delivery of the hardware, please refer to our information in the online shop. Prerequisite for the use of the hardware, which can be acquired in accordance with these General Terms and Conditions of Sale and Delivery, is that the Buyer has at least downloaded the free app "MagicScout" (hereinafter called "App"). Without this app, the hardware does not function as intended. Regarding the app, the terms of use displayed when downloading and installing the app apply (hereinafter "App Terms of Use"). The Buyer can use the hardware to an extended extent if, in addition to the app, they also acquire a right to use software specifically developed and offered for the hardware (hereinafter "Software") as part of one of the service packages offered there. Such a right to use can be separately purchased through the online shop. The conditions of the End User License Agreement apply. These can be accessed at: www.magicscout.app/de-DE/legal/software-license

§ 2 Conclusion of Contract

  1. The presentation and promotion of the hardware in the online shop www.magicscout.app do not constitute a binding offer to conclude a purchase contract.
  2. By submitting an order through the online shop by clicking the "order with payment obligation" button, the Buyer places a legally binding order. They are bound to the order for a period of two (2) weeks after placing the order.
  3. BCSD will confirm the receipt of an order placed through the online shop by email. Such an email does not constitute a binding acceptance of the order unless it simultaneously declares acceptance along with confirming the receipt of the order.
  4. A contract is only concluded when BCSD accepts an order by order confirmation/acceptance declaration or by delivering the ordered hardware.
  5. If at the time of the Buyer's order, no copies of the selected product are available, or they are not available in sufficient quantity, BCSD will promptly inform the Buyer. If the product is permanently unavailable, BCSD refrains from accepting the order; in this case, a contract is not concluded.
  6. BCSD only delivers to buyers who have their usual residence (billing address) or a delivery address in Germany. Orders for deliveries abroad will not be considered. In this case, a contract is not concluded. BCSD will promptly inform the Buyer and refund any consideration already received.

§ 3 Delivery Conditions and Prepayment Reservation

  1. BCSD is entitled to partial deliveries as far as this is reasonable for the Buyer.
  2. The delivery period results from the order confirmation/acceptance declaration. It begins – subject to the regulation in No. 3 below – with the conclusion of the contract.
  3. For orders with justified indications of a risk of payment default by the Buyer, BCSD reserves the right to deliver only after receipt of the purchase price plus shipping costs (prepayment reservation). If BCSD makes use of the prepayment reservation, BCSD will promptly inform the Buyer. In this case, the delivery period begins with the payment of the purchase price and the shipping costs.

§ 4 Prices and Shipping Costs

  1. All price indications in the online shop are net prices plus statutory value-added tax and are subject to additional shipping costs.
  2. The shipping costs are specified in the online shop. The price including value-added tax and any applicable shipping costs are displayed in the order mask before the Buyer submits the order.
  3. If BCSD fulfills an order according to § 3 No. 1 through partial deliveries, the Buyer incurs shipping costs only for the first partial delivery. If the partial deliveries are made at the Buyer's request, BCSD charges shipping costs for each partial delivery.
  4. Payments by the Buyer in connection with the purchase of the hardware can only be made using the payment methods provided by BCSD in the online shop. Payment by other means is not possible.

§ 5 Payment Conditions, Offset, and Right of Withholding

  1. Payments are due immediately upon conclusion of the purchase contract for the acquisition of the hardware based on these General Terms and Conditions of Sale and Delivery.
  2. The Buyer is not entitled to set off against BCSD's claims unless the counterclaims of the Buyer have been legally established or are undisputed.
  3. The Buyer may only exercise a right of retention due to undisputed or legally established counterclaims arising from the respective contractual relationship.

§ 6 Retention of Title

Ownership of the delivered goods only passes to the Buyer upon full payment of the purchase price and shipping costs.

§ 7 Warranty

  1. BCSD ensures that the hardware, when used with the app and in accordance with the app's terms of use, essentially corresponds in its functionality to the accompanying documentation provided both offline and online at www.support.magicscout.app, provided that the hardware is used as intended. This also applies if a right to use the software (see § 1) has been acquired, and the conditions of the software license are observed. Statements in the accompanying documentation do not constitute warranties of quality unless expressly designated as such. Minor deviations from the agreed functions do not justify warranty claims.
  2. If the hardware is provided to the buyer free of charge, there is no warranty from BCSD for it.
  3. BCSD is liable for defects in the delivered goods in accordance with applicable statutory provisions, in particular §§ 434 ff. BGB. The limitation period for statutory warranty claims is 12 months and begins with the delivery of the goods to the buyer.
  4. If delivered items have obvious material or manufacturing defects, including transport damage, the buyer must notify BCSD immediately in writing or in text form (especially by email, addressed to: support@magicscout.app) upon receipt of the goods. For all other (including hidden) defects in the purchased item that occur during the warranty period, statutory claims for subsequent performance apply, as well as - if the statutory requirements are met - further claims for reduction or rescission, and additionally for damages, including compensation for damages instead of performance and reimbursement of futile expenses.
  5. BCSD or third parties commissioned by BCSD will provide support for questions regarding the hardware. This support is available at: www.support.magicscout.app.

§ 8 Liability

  1. Unless expressly provided otherwise by law, BCSD is not liable for any consequential damages of any kind that do not arise from the hardware itself, nor for lost profits or other financial losses resulting from the use of the hardware or the fact that it cannot be used. This disclaimer of liability also applies if remedial measures fail to achieve their essential purpose.
  2. BCSD is only liable for damages caused by grossly negligent or intentional behavior or due to culpable violation of essential obligations of this contract by BCSD.
  3. In other cases, BCSD is only liable for the violation of a contractual obligation that enables the proper performance of the contract in the first place and on whose compliance the buyer can regularly rely (so-called cardinal obligation), limited to the replacement of foreseeable and typical damage. In all other cases, BCSD's liability is excluded, subject to deviating provisions in these terms and conditions.
  4. The liability for damages resulting from the violation of life, body, or health and under the Product Liability Act remains unaffected by the aforementioned limitations and exclusions of liability.

§ 9 Data Protection

  1. Personal data of the buyer required for the processing of a purchase contract based on these general sales and delivery conditions will be processed to the extent necessary for the fulfillment of the contract, based on the applicable data protection regulations.
  2. The data protection declaration attached to the order process applies to the processing of the buyer's personal data.

§ 10 Confidentiality

  1. Both parties may, under certain circumstances, have access to confidential information of the other party to fulfill their contractual obligations. Confidential information does not include information that:

    (a) is publicly known or becomes known at the time of contract formation and is not due to an unlawful act or omission of the receiving party;

    (b) was already in the lawful possession of the other party before disclosure;

    (c) was lawfully communicated to the receiving party by a third party without restrictions on disclosure;

    (d) was independently developed by the receiving party and this independent development can be proven in writing; or

    (e) must be disclosed by law, by order of a competent court or supervisory or administrative authority.

  2. The parties treat the confidential information of the other party confidentially and do not make the confidential information available to third parties except based on legal requirements. They also do not use the confidential information for purposes other than the performance of this contract. The parties ensure, through appropriate measures, that the confidential information of the other party accessible to them is not disclosed or disseminated by their employees or representatives in violation of these terms and conditions.
  3. The parties are not responsible for loss, destruction, alteration, or disclosure of confidential information caused by third parties.

§ 11 Place of Performance and Jurisdiction

  1. The place of performance for BCSD's services is Monheim am Rhein.
  2. The place of jurisdiction for all disputes arising from or in connection with this contract is Düsseldorf.

§ 12 Applicable Law

Claims arising from this contract or in connection with the performance of the contract are governed exclusively by the law of the Federal Republic of Germany, excluding German conflict of law rules, especially the UN Sales Convention.

§ 13 Miscellaneous

  1. Waiver of a right under this contract is only effective in writing and applies only to the party to which the waiver is made and only for the circumstances underlying this waiver. Unless expressly agreed otherwise, the rights arising from this contract are cumulative and do not exclude statutory rights.
  2. Neither BCSD nor the buyer may assign or otherwise transfer this contract and the rights and obligations arising from it to third parties, or intend to do so under this contract, without the prior written consent of the other party, which may not be unreasonably withheld. Notwithstanding contrary provisions, both parties have the right to transfer this contract after written notice to the other party, to any of their affiliated companies, or to a company resulting from a merger, acquisition, restructuring, or other business reorganization of the affected party. In addition, BCSD may assign its obligations under this contract to a third party as a subcontractor, provided that BCSD remains responsible for the performance of the services under this contract. Attempts to assign, subcontract, or otherwise transfer in violation of this provision are void.
  3. This contract does not establish or constitute a partnership between the parties, nor does it authorize one party to act as an agent for the other. Furthermore, the parties are not authorized to act on behalf of or in the name of the other party or otherwise obligate the other party (in particular, by making representations or warranties, assuming an obligation or liability, and exercising other rights or powers).
  4. BCSD has no liability to the buyer under this contract if it is prevented from fulfilling its contractual obligations or fulfills them belatedly, or if it is prevented from conducting business due to actions, events, omissions, or accidents beyond the reasonable control of BCSD, including strikes, lockouts, or other labor disputes (whether involving the workforce of BCSD or of third parties), failure of utility services, or of transport or telecommunications networks, natural disasters, war, riot, civil commotion, malicious damage, fire, flood, or storm. BCSD informs the buyer of such events and their expected duration.

§ 14 Severability Clause

  1. Changes and additions to this contract require written form to be effective. The contracting parties also meet this requirement by sending documents in text form, especially by fax or email, unless something else is stipulated for individual declarations.
  2. If individual or multiple provisions of this contract are or become invalid, this does not affect the validity of the contract as a whole. Instead of the invalid provision, a substitute provision shall enter into force that comes as close as possible to the intended purpose. This also applies in the event of a gap.