General Conditions of Sale and Delivery
I. General conditions
1. These Sales and Delivery Conditions apply to all offers and sales of machines, accessories and spare parts. Verbal or written agreements, which deviate therefrom, are valid, only if we have confirmed these in writing. Conflicting conditions of the customer or purchaser are not binding.
2. Delivery for field trials is possible only on written agreement.
3. As a matter of principle contracts for the award of demonstration machines are concluded, whereby defined daily rates per machine are calculated.
II. Conclusion of contract and delivery
1. Our offers are without obligation. Similarly, technical specifications and other information in offers, prospectuses and other information material are approximate and not binding.
2. We reserve title and copyright in figures, drawings, calculations and other documents. Third parties must not be given access to them.
3. The delivery period is without obligation. If we culpably fail to comply with delivery periods, the purchaser is obliged to set us in writing a reasonable period of grace of 14 days. No claims for compensation or damages may be made by reason of delayed delivery or subsequent delivery in consequence of unforeseeable events, such as interruptions to operation, strikes, etc. The customer may rely on compliance with promised delivery periods only insofar as he for his part pays for the goods in due time.
4. Both claims for compensation in damages from the customer by reason of delays in delivery and claims for compensation in damages in place of performance are excluded.
5. The customer may not refuse acceptance of the deliveries on the grounds of minor defects.
III. Prices and payment conditions
1. The prices apply in euros, ex works Wippingen, exclusive of packaging, shipment and insurance, plus the value added tax in force at any given time. In the event of price changes the prices valid on the date of delivery are calculated.
2. If the supplier has undertaken the installation, the service or the assembly and it has not otherwise been agreed, all the costs incurred shall be borne by the customer.
3. Payments must be made ex paying agent of the supplier.
4. The customer may set off only those claims, which are undisputed or recognised by declaratory judgement (res judicata).
5. Our invoices are payable within 8 days of receipt of invoice with agreed discount or 20 days from receipt of invoice net cash. Agreements by way of derogation must be stated in the order confirmation. Drafts and bills of exchange are accepted only on account of payment subject to prompt redemption. The purchaser bears bank charges and exchange costs. In the case of non-compliance with payment deadlines the bank shall calculate interest without issuing a payment reminder. At the same time all previous deliveries and all possible late deliveries shall be due for immediate cash payment without notice of default. Rights of retention and offsetting against unacknowledged counter-claims are excluded. We are entitled to refuse delivery, even where the order confirmation has already been issued, if we have doubts about the customer’s financial solvency and the latter is unable to produce evidence to contradict these doubts. Payments must be made solely to us. The representative (sales agent) is not authorised to accept payments.
IV. Retention of title
1. The supplier reserves the title to the delivery objects until all payments arising from the business relationship including any re-financing or return bills have been received in full.
2. The supplier is entitled to insure the delivery item at the costs of the customer against theft, breakage, fire, water and other damage, unless the customer himself has demonstrably concluded an insurance policy.
3. The customer may neither pledge nor assign the delivery item as security. If the object is distrained or seized by a third party he must notify the supplier thereof without delay.
4. In the event of conduct by the customer contrary to the contract, in particular in the event of default of payment, the supplier is entitled to take back the goods after having given notice and the customer is obliged to surrender the object. The assertion of retention of title and the pledging of the delivery item by the supplier are not deemed grounds for withdrawal from the contract.
5. The customer is entitled to sell on the delivery item in the normal course of business. However, the customer shall assign to the supplier all debts in the amount of the invoice value of the goods subject to the retention of title, which accrue to the customer against the acquirer from the resale. The customer is also authorised to collect this claim subsequent to the assignment, as long as he complies with the contract and is not insolvent. The supplier’s authority to collect the debts himself remains unaffected thereby; the supplier undertakes not to collect the debts, for as long as the customer complies with his payment commitments to the supplier in due and proper form and there is no insolvency. Otherwise the supplier is entitled to demand that the customer discloses to him the assigned debts and the debtors, furnishes all the particulars required for collecting the debts, surrenders the associated documents and notifies the debtors.
6. If the assigned claim against the third party debtor is included in a current invoice, the respective outstanding balance, including the final balance, is assigned in the amount of the values relevant to the individual assignment.
7. In the case of reworking or processing or combination of goods subject to the right of retention, including together with other objects, which are not the property of the supplier, the supplier shall acquire joint title in the new object in the ratio of his invoice value to the value of the object at the time of the processing or combination. Otherwise the same applies to the new object as to the goods subject to the retention of title.
8. The supplier undertakes to release the securities accruing to him in as much as their value exceeds the debts to be secured, insofar as these have not been settled, by more than 20%.
V. Passing of risk
1. The risk passes to the purchaser on shipment of the delivery from the vendor to the purchaser.
VI. Liability for material defects
1. Since our products are used exclusively in companies in the agricultural or commercial sector the warranty period for all contract products is 12 months.
2. Suspension and recommencement of the deadlines remain unaffected.
3. Complaints by reason of incomplete or incorrect delivery must be notified in writing to the vendor without delay, at the latest however 7 days from receipt by the purchaser of the delivery. Notifications received later than this date shall be disregarded.
4. In the case of notices of defects the customer’s payments may be withheld to an extent which is in a reasonable ratio to the material defects, which have emerged. The customer can withhold payments only if there can be no doubt as to the legitimacy of the complaint, which is asserted. If a complaint is wrongly made, the supplier is entitled to demand from the customer the expenses incurred.
5. In the first instance the supplier must be given the opportunity to remedy the defect within a reasonable period.
6. If it is impossible to rectify the defect, the customer may withdraw from the contract to the exclusion of any claims for compensation in damages or may reduce the remuneration
7. Claims for defects do not exist in the case of only insignificant discrepancies from the agreed properties and condition, in the case of only insignificant impairment of fitness for use, in the case of natural wear and tear or damage, which has occurred by virtue of defective or negligent treatment, excessive strain, unsuitable operating resources, or because of particular external factors. If improper modifications or commissioning works have been undertaken by the customer or by third parties, no assertion of complaints for these and for the consequences arising therefrom is possible.
8. Claims by the customer on the grounds of the expenditure required for the subsequent performance, in particular transport, road, labour and material costs, are excluded, if the expenses increase because the delivery item has subsequently been shipped to a location other than the customer’s place of business, unless the shipment corresponds to its intended use.
9. Rights of recourse by the customer against the supplier pursuant to § 478 German Civil Code (Entrepreneur’s recourse) exist only insofar as the customer has concluded no agreements more extensive than the statutory claims for defects with his acquirer. For the scope of rights of recourse by the customer against the supplier pursuant to § 478 (2) German Civil Code Point 8 is accordingly further applicable.
10. Section II also applies to clams for compensation in damages. More extensive claims by the customer against the supplier and his vicarious agents by virtue of a material defect are excluded.
VII. Place of performance, Court of jurisdiction and applicable law
1. Place of performance for the services incumbent on both parties to the contract is Wippingen (Emsland Administrative District).
2. For all disputes arising directly or indirectly from the contractual relationship the sole Court of jurisdiction is the registered office of the supplier. This applies also to actions on dishonoured bills. (Court of jurisdiction for both parties is Papenburg). However, the supplier is also entitled to bring an action at the registered office of the customer.
VIII. Binding nature of the Contract
1. If individual provisions of this contract are or become invalid, this shall not affect the validity of the remaining provisions of the contract. In such a case the invalid provision shall be implied or supplanted such that it comes closest in law to the intended commercial purpose of the invalid provision. In the event of disagreement on the interpretation of these General Terms and Conditions the German text is binding.