Last updated: 31 August 2026
These terms apply to all business orders and procurements of AGRO-NEX GmbH. Deviations are binding only if AGRO-NEX expressly confirms them in writing.
1. Application
1.1 These General Terms and Conditions of Purchase apply to all orders, purchase, supply, works and service contracts, and other procurements of AGRO-NEX GmbH, Neubaugasse 24, 8020 Graz, Austria, FN 647777 p, VAT ID ATU81884908 (hereinafter “AGRO-NEX”).
1.2 The supplier’s terms do not apply, even if AGRO-NEX does not expressly object to them or accepts performance. Deviations require AGRO-NEX’s express written consent.
1.3 Individual agreements in the order or in a contract signed by both parties take precedence.
2. Order, acceptance, and amendments
2.1 Orders and amendments are binding only if issued or confirmed by AGRO-NEX in text form. Oral agreements require written confirmation.
2.2 The supplier confirms an order within three working days. If its confirmation deviates from the order, it constitutes a new offer and becomes binding only upon AGRO-NEX’s express written acceptance.
2.3 AGRO-NEX may require reasonable changes to execution, quantity, packaging, labelling, shipping route, or place of delivery. Before execution, the supplier must report the effects on price or schedule in full and in a comprehensible manner; they become effective only with AGRO-NEX’s prior written approval.
3. Prices
3.1 Agreed prices are fixed prices. They include all costs necessary for contractual delivery, in particular packaging, labelling, inspection, documentation, loading, transport, and insurance up to the agreed transfer of risk, unless otherwise stipulated in the order.
3.2 Price changes, surcharges, small-quantity surcharges, or other additional costs are effective only if AGRO-NEX has expressly agreed to them in writing before they arise.
4. Delivery, deadlines, and partial performance
4.1 Agreed delivery and performance dates are binding. Receipt of the complete, defect-free goods, including all documents owed, at the agreed destination is decisive.
4.2 Early deliveries, partial deliveries, and quantity deviations require AGRO-NEX’s prior written consent. Their acceptance does not alter agreed payment periods.
4.3 If the supplier recognises that a date, quantity, or quality requirement cannot be met, it must immediately inform AGRO-NEX in writing of the cause, extent, anticipated duration, and specific countermeasures. This notification does not release the supplier from its obligations.
4.4 The supplier bears the procurement and upstream-supplier risk unless a specific source of supply has expressly been agreed.
5. Delay in delivery
5.1 In the event of delay, AGRO-NEX is entitled to all statutory rights. After an appropriate grace period expires, AGRO-NEX may, in particular, procure replacement performance, withdraw from the contract in whole or in part, and claim additional costs and other damages.
5.2 In addition, for every commenced week of delay the supplier owes a contractual penalty of 0.5 per cent of the net value of the delayed part of the contract, up to a total maximum of five per cent. The contractual penalty may be asserted up to final payment and is payable irrespective of proof of actual damage. Any further damage remains recoverable; the contractual penalty is credited against it. Any statutory judicial reduction remains unaffected.
5.3 Force majeure releases the supplier only insofar as the event is unforeseeable, unavoidable, and outside its control, it informs AGRO-NEX immediately, and takes all reasonable measures to avoid or limit the consequences. Staff shortages, price increases, or mere non-performance by upstream suppliers do not, in themselves, constitute force majeure.
6. Packaging, dispatch, and documents
6.1 The supplier packages, labels, and secures the goods professionally, in compliance with the law, and suitably for the agreed transport and storage route. Environmentally compatible and economical packaging must be used insofar as technically possible.
6.2 Each delivery must show the order number, item description, quantity, serial or batch number, origin information, and place of delivery. Delivery notes, invoices, packing lists, proofs of origin, customs documents, safety data sheets, certificates of conformity, quality certificates, health and veterinary certificates, and other agreed certificates must be provided completely, correctly, and on time.
6.3 The supplier bears costs and damage arising from incorrect, late, or incomplete documents.
7. Risk, title, and Incoterms
7.1 If an Incoterms rule is agreed, it applies in the Incoterms® 2020 version, including the named place.
7.2 In the absence of an express delivery rule, delivery is made DAP (Incoterms® 2020) to the destination stated in the order or, alternatively, to AGRO-NEX’s registered office in Graz.
7.3 Risk passes to AGRO-NEX only upon complete contractual delivery at the destination, insofar as an agreed Incoterms rule does not provide otherwise. Irrespective of this, title passes to AGRO-NEX upon complete delivery. A retention of title by the supplier applies only if AGRO-NEX has expressly recognised it in writing.
7.4 Tools, moulds, materials, documents, and other items paid for or provided by AGRO-NEX remain the property of AGRO-NEX, must be separately identified and carefully stored, and may be used exclusively for AGRO-NEX orders.
8. Quality, safety, and legal compliance
8.1 The goods and services must comply with the order, agreed specifications, samples and drawings, the latest state of the art, and all regulations and standards applicable at the intended place of manufacture, delivery, and use.
8.2 The supplier ensures, in particular, product safety, traceability, correct labelling, and the availability of all required approvals and evidence. For machinery and technical installations, all mandatory conformity documents and operating, maintenance, and safety instructions must be supplied in the agreed language.
8.3 For feed, additives, animal products, live animals, or other specially regulated goods, the applicable feed, food, veterinary, animal-health, hygiene, and transport regulations and the specifications agreed in the individual contract additionally apply.
8.4 Changes to materials, formulation, design, manufacturing process, production location, or upstream suppliers require AGRO-NEX’s prior written consent if they may affect quality, safety, authorisation, labelling, availability for delivery, or use.
9. Inspection and acceptance
9.1 Inspections, checks, payments, or acceptances by AGRO-NEX do not release the supplier from its full responsibility and do not constitute a waiver of rights in respect of defects.
9.2 The duty to inspect and give notice under Sections 377 and 378 UGB is modified so that notice is timely if AGRO-NEX reports apparent defects within ten working days after complete receipt of the goods and hidden defects within ten working days after their discovery. In the case of direct delivery to AGRO-NEX customers, the period begins when AGRO-NEX receives a comprehensible notice of defect.
9.3 Formal acceptance is effective only if expressly declared in writing. Use, onward delivery, or payment does not constitute acceptance.
10. Warranty and rights in respect of defects
10.1 For 36 months from complete delivery or, if agreed, from acceptance, the supplier warrants that the goods and services are free from defects and comply with all agreed requirements. Longer statutory or agreed periods remain unaffected.
10.2 At its discretion, AGRO-NEX may demand immediate repair, replacement delivery, price reduction or—if the defect is not merely minor—rescission of the contract. In urgent cases, where danger is imminent, or after a short appropriate period has expired without result, AGRO-NEX may remedy the defect itself or through third parties at the supplier’s expense.
10.3 The supplier bears all costs associated with a defect, in particular inspection, sorting, removal and installation, travel, labour, packaging, transport, return, redelivery, downtime, and reasonable measures in relation to customers.
10.4 For repaired or replaced parts, the warranty period starts anew upon complete remedy of the defect.
11. Liability, indemnification, and insurance
11.1 The supplier is liable in accordance with the statutory provisions for all damage caused by it, its employees, upstream suppliers, and other persons it engages to perform its obligations.
11.2 The supplier indemnifies AGRO-NEX against justified third-party claims based on a product, quality, safety, or legal defect, or an infringement of intellectual property rights, in its delivery or service. This includes reasonable legal-defence costs and necessary warning, recall, replacement, and field measures.
11.3 During the contractual term, the supplier maintains business/public liability and product liability insurance appropriate to the type and scope of its deliveries and provides proof to AGRO-NEX upon request.
12. Intellectual property rights and work results
12.1 The supplier warrants that delivery, use, and resale do not infringe third-party rights. It indemnifies AGRO-NEX against justified third-party claims and obtains, at its own expense, the rights required for contractual use.
12.2 Upon full payment, AGRO-NEX receives an unrestricted, transferable, and sublicensable right of use, unlimited in time, territory, and scope, to drawings, documentation, software, concepts, and other work results created individually for AGRO-NEX, unless otherwise stipulated in the individual contract.
13. Confidentiality, customer protection, and prohibition of circumvention
13.1 The supplier treats all non-public commercial, technical, and project-related information of AGRO-NEX as confidential and uses it exclusively to perform the contract.
13.2 Customer, prospective-customer, project, and contact data that becomes known to the supplier through AGRO-NEX remains protected business information of AGRO-NEX. Without AGRO-NEX’s prior written consent, the supplier may neither directly nor indirectly approach or supply these persons or companies in relation to the known project, nor conclude business with them by circumventing AGRO-NEX.
13.3 The prohibition of circumvention applies during the cooperation and for 24 months after completion of the last affected order. It does not apply insofar as the supplier can provide written proof of a specific business relationship with the customer that already existed beforehand.
13.4 For each culpable breach of Section 13.2, the supplier owes a contractual penalty of 20 per cent of the net value of the circumvented transaction, but at least EUR 10,000. The right to claim further damages is reserved; the contractual penalty is credited against them. Any statutory judicial reduction remains unaffected.
14. Subcontractors, assignment, and set-off
14.1 Material services may be subcontracted only with AGRO-NEX’s prior written consent. The supplier is liable for subcontractors as for its own conduct.
14.2 Claims against AGRO-NEX may be assigned only with AGRO-NEX’s prior written consent. AGRO-NEX may set off all due counterclaims and reasonably withhold payments where justified counterclaims exist.
15. Invoicing and payment
15.1 Invoices must contain the order number, goods or services supplied, delivery date, place of delivery, quantities, prices, tax information, and all information required by law or contract. Incomplete or incorrect invoices do not start a payment period.
15.2 Unless otherwise agreed, AGRO-NEX pays within 30 days less a three per cent cash discount or within 60 days net. The period begins only after complete, defect-free delivery, receipt of all documents, and receipt of a proper invoice.
15.3 Payment constitutes neither acknowledgement of proper performance nor waiver of claims.
16. Compliance, export control, and sustainability
16.1 The supplier complies with all applicable laws, in particular those concerning anti-corruption, money laundering, competition, export control, sanctions, occupational safety, human rights, environmental protection, animal health, and product protection.
16.2 Upon request, the supplier provides suitable evidence concerning origin, supply chain, final destination, material composition, and legal compliance and immediately informs AGRO-NEX of official investigations, safety risks, or possible breaches relating to the delivery.
17. Withdrawal and extraordinary termination
17.1 Without prejudice to further rights, AGRO-NEX may withdraw from the contract in whole or in part if the supplier breaches material obligations and an appropriate grace period expires without result, seriously refuses performance, loses required authorisations, violates compliance requirements, or objective circumstances seriously endanger contractual performance.
17.2 In these cases, the supplier compensates the additional costs and damage arising from termination and replacement procurement.
18. Governing law, jurisdiction, language, and final provisions
18.1 Austrian law applies, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
18.2 The court having subject-matter jurisdiction in Graz, Austria, has exclusive jurisdiction over all disputes. AGRO-NEX may additionally sue the supplier at its registered office or at any other place of jurisdiction provided by law.
18.3 The German version is legally controlling. Translations are provided for information only.
18.4 If individual provisions are invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision replaces them; the parties will agree on a permissible provision that comes as close as possible to the economic purpose.