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

These General Terms and Conditions of Sale and Delivery govern the purchase of the "MagicTrap" hardware (hereinafter referred to as "hardware"), which you can purchase via our online shop www.magicscout.app. By clicking on the confirmation fields at the end of the order process, you agree to be bound by these General Terms and Conditions of Sale and Delivery and confirm that you are purchasing and using the Magic Trap as part of your business activities as a farmer and that you are an "entrepreneur" within the meaning of Section 14 of the German Civil Code (BGB).

If you do not agree to these General Terms and Conditions of Sale and Delivery, the contract will not be concluded and we will not supply you with the hardware.

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

§ 1 General

These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTC" or "Contract") apply between you (hereinafter referred to as the "Purchaser") and Bayer CropScience Deutschland GmbH, Alfred-Nobel-Straße 50, 40789 Monheim am Rhein (hereinafter referred to as "BCSD").
All agreements made between the purchaser and BCSD in connection with the purchase of the hardware "Magic Trap" shall be governed by these GTC and the order confirmation and the order confirmation sent in writing or in text form.
The version of these GTC valid at the time of conclusion of the corresponding purchase valid version of these GTC.
BCSD does not accept any deviating terms and conditions of the buyer. This shall also apply even if BCSD does not expressly object to the inclusion of deviating contractual Buyer does not expressly object.
Please refer to our details in the online shop for the scope of delivery of the hardware. The prerequisite for the use of the hardware, which can be purchased in accordance with these General Terms and Conditions of Sale and Delivery is that the purchaser must have downloaded the free "MagicScout" app (hereinafter referred to as the "App"). Without this app, the hardware will not function as intended. With regard to the App, the terms of use apply, which displayed when downloading and installing the App (hereinafter referred to as the "Terms of Use of the App"). The buyer can use the hardware to an extended scope if, in addition to the app, he also acquires a right to use software developed and offered specifically for the hardware (hereinafter "Software") as part of one of the service packages offered there. Such a right of use can be purchased separately via the online shop. The terms and conditions of the end user licence agreement apply. These are available at: magicscout.app/en/legal/magic-trap/software-license

§ 2 Conclusion of contract

The presentation and advertising of the hardware in the online shop www.magicscout.app does not constitute a binding offer to conclude a purchase contract.
By submitting an order via the online shop by clicking on the button "order with obligation to pay" the buyer places a legally legally binding order. He is bound to the order for a period of two (2) weeks after placing the order.
BCSD will confirm receipt of an order placed via the online store by e-mail. Such an e-mail does not constitute a binding acceptance of the order unless, in addition to confirming receipt of the order, it also declares acceptance.
A contract is only concluded when BCSD confirms an order by means of an order confirmation/declaration of acceptance or by delivery of the ordered hardware. hardware ordered.
If no copies of the product selected by the buyer are available at the time of the buyer's order or if they are not available in sufficient quantities, BCSD shall inform the buyer of this immediately. If the product is permanently unavailable, BCSD shall refrain from issuing a declaration of acceptance; in this case, no contract shall be concluded.
BCSD only delivers to buyers who have their habitual residence (billing address) or a delivery address in Germany. BCSD will not consider orders for deliveries abroad. In this case, a contract will not be concluded. BCSD shall inform the purchaser immediately and refund any payments already received without delay.

§ 3 Terms of delivery and reservation of advance payment

BCSD is entitled to make partial deliveries insofar as this is reasonable for the buyer.
The delivery period results from the order confirmation/declaration of acceptance. It shall commence - subject to the provision in No. 3 below - upon conclusion of the contract.
For orders with reasonable indications of a risk of non-payment by the buyer, BCSD reserves the right to deliver only after receipt of the purchase price plus shipping costs (reservation of prepayment). If BCSD makes use of the prepayment reservation, BCSD shall inform the buyer immediately. In this case, the delivery period shall commence upon payment of the purchase price and shipping costs.

§ 4 Prices and shipping costs

All prices quoted in the online shop are net prices plus statutory VAT and do not include shipping costs.
The shipping costs are indicated in the online shop. The price including VAT and shipping costs will be displayed in the order form before the buyer submits the order.
If BCSD fulfils an order in accordance with Section 3 (1) by making partial deliveries, the Buyer shall only incur shipping costs for the first partial delivery. If partial deliveries are made at the Buyer's request, BCSD shall charge shipping costs for each partial delivery.
Payments by the buyer in connection with the purchase of the hardware can only be made using the payment options provided by BCSD in the online shop. Payment by other means is not possible.

§ 5 Terms of payment, offsetting and right of retention

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

§ 6 Retention of title

Ownership of the delivered goods shall not pass to the buyer until the purchase price and shipping costs have been paid in full.

§ 7 Warranty

BCSD warrants that the hardware, when used with the app and in compliance with the terms of use of the app, essentially corresponds to the accompanying documentation and the documentation made available 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 licence are observed. Descriptions in the accompanying documentation, unless expressly designated as such, do not constitute a guarantee of quality. Minor deviations from the agreed functions do not justify any warranty claims.
If the hardware is provided to the purchaser free of charge, BCSD shall not be liable for this.
BCSD shall be liable for material defects or defects of title of delivered goods in accordance with the applicable statutory provisions, in particular Sections 434 et seq. BGB. The limitation period for statutory claims for defects is 12 months and begins with the delivery of the goods to the buyer.
If delivered items have obvious material or manufacturing defects, including transport damage, the buyer must notify BCSD of these immediately upon receipt of the goods in writing or in text form (in particular by email, to be sent to: support@magicscout.app). For all other (also hidden) defects of the purchased goods occurring during the warranty period, the statutory claims for subsequent performance and - if the legal requirements are met - the further claims for reduction or withdrawal as well as for damages, including compensation for damages instead of fulfilment and compensation for futile expenses shall apply.
If you have any questions about the hardware, BCSD or third parties commissioned by BCSD will provide support. These can be reached via: www.support.magicscout.app.

§ 8 Liability

Unless otherwise provided by mandatory law, BCSD shall not be liable for any consequential damages of any kind whatsoever not arising out of the hardware itself, nor for any loss of profit or other pecuniary loss arising out of or in connection with the use of the hardware or the fact that it cannot be used. This exclusion of liability shall also apply if remedial measures fail to fulfil their essential purpose.
BCSD shall only be liable for damage caused by grossly negligent or wilful behaviour or culpable breach of material obligations under this contract by BCSD.
In other cases, BCSD is only liable for a breach of a contractual obligation that jeopardizes the proper execution of the contract and on whose compliance the buyer can regularly rely (so-called cardinal obligation). This liability is limited to the replacement of foreseeable and typical damages. In all other cases, BCSD's liability is excluded, subject to differing regulations in these terms and conditions.
Liability for damages resulting from injury to life, limb or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.

§ 9 Data protection

The personal data of the buyer required to process a purchase contract on the basis of these General Terms and Conditions of Sale and Delivery shall be processed to the extent necessary for the fulfilment of the contract on the basis of the applicable data protection regulations.
The privacy policy attached to the order process applies to the processing of the buyer's personal data.

§ 10 Confidentiality

Both parties may be given access to confidential information of the other party in order to fulfil their contractual obligations. Confidential information does not include information that:

(a) is publicly known at the time of entering into the Contract or becomes publicly known after entering into the Contract and is not the result of an unlawful act or omission of the receiving party;

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

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

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

(e) must be disclosed by law or by order of a competent court or regulatory or administrative authority.
The parties shall treat the confidential information of the other party as confidential and shall not make the confidential information available to any third party except on the basis of legal requirements. They shall also not use the confidential information for purposes other than the performance of this contract. The parties shall take reasonable measures to ensure that the other party's confidential information accessible to them is not disclosed or disseminated by their employees or representatives in violation of these GTC.
The parties are not responsible for any loss, destruction, alteration or disclosure of confidential information caused by third parties.

§ 11 Place of fulfilment and jurisdiction

The place of fulfilment for BCSD's services is Monheim am Rhein.
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 fulfilment of the contract shall be governed exclusively by the law of the Federal Republic of Germany, excluding the German conflict of laws rules, in particular the UN Convention on Contracts for the International Sale of Goods.

§ 13 Other

The waiver of a right under this contract is only effective in writing and applies only to the party to whom the waiver was declared and only to the circumstances underlying this waiver. Unless expressly agreed otherwise, the rights arising from this contract are cumulative and do not exclude statutory rights.
Neither BCSD nor Buyer may assign or otherwise transfer this Agreement and the rights and obligations hereunder to any third party or contemplate any such action under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, either party shall have the right, upon written notice, to assign this Agreement to the other party, to any of its affiliates or to any entity resulting from a merger, acquisition, reorganisation or other business restructuring of such party. In addition, BCSD may subcontract its obligations under this Agreement to a third party, provided that BCSD remains responsible for the performance of the services under this Agreement. Any attempted assignment, subcontracting or other transfer in violation of this provision shall be null and void.
This Agreement does not create or constitute a partnership between the parties nor does it authorise either party to act as agent for the other party. Furthermore, the parties are not authorised to act in the name of or on behalf of the other party or to bind the other party in any other way (in particular by making representations or warranties, assuming an obligation or liability and exercising other rights or powers).
BCSD shall have no liability to Buyer under this Agreement if it is prevented from or delayed in the performance of its obligations under this Agreement or if it is prevented from carrying on its business due to acts, events, omissions or accidents beyond BCSD's reasonable control, including, without limitation, strikes, lockouts or other labour disputes (whether involving BCSD's employees or third parties), failure of utility services or of transportation or telecommunications networks, natural disaster, war, riot, civil commotion, wilful damage to property, fire, flood or storm. BCSD shall inform the Buyer of such events and their expected duration.

§ 14 Severability clause

Amendments and supplements to this contract must be made in writing to be effective. The contracting parties shall also fulfil this requirement by sending documents in text form, in particular by fax or e-mail, unless otherwise specified for individual declarations.
Should one or more provisions of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by a substitute provision that comes as close as possible to the intended purpose. This also applies in the event of a loophole.

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