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    • NEWSTICKER

      AgroProdMash - Moskau
    • NEWSTICKER

      07.10. - 09.10.2019
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    GTC

    GENERAL TERMS AND CONDITIONS ISSUE 1/2015

    I. General

    1. The following conditions apply to every contract in business dealings with entrepreneurs. Differing conditions of the purchaser, which the supplier does not expressly recognize, are not binding on the supplier, even if they are not contradicted. Consumer acc. § 13 BGB are not contracted party and therefore not supplied.

    2. Any amendment or addition to this contract, which does not take place through an individual agreement negotiated directly between the parties, must be made in writing in order to be valid. This also applies to changes to this written form requirement.

    II. Offer

    1. Our offers are non-binding, unless we have expressly designated the offer as binding.

    2. Quotations are not binding. The intermediate sale is reserved.

    3. The documents belonging to the offer, such as illustrations, drawings, weights and measurements, are only approximate, unless they are expressly designated as binding. On cost estimates, drawings and other documents, the supplier reserves the right of ownership, copyright and other intellectual property rights; they may not be made accessible to third parties, unless we have expressly given our written consent.

    4. We reserve the right to make improvements and changes that deviate from offers and brochures.

    III. Scope of delivery

    1. For the scope of delivery, the written order confirmation of the supplier is decisive, in the case of an offer of the supplier with time commitment and timely acceptance of the offer, if no timely order confirmation is present.

    2. Additional agreements and changes require the written confirmation of the Hauptwerkes.

    IV. Price, payment and arrears

    1. The calculation is made on the basis of our prices valid on the day of delivery plus value added tax in the respective statutory amount.

    2. Prices are in EURO ex works. Installation, assembly and packaging of stationary machines are carried out against separate calculation, according to the Kolbe installation conditions. Installation and repair costs are payable immediately net.

    3. The supplier’s remuneration is due without further explanation 30 days after delivery. In the event of default in payment, without prejudice to further rights, default interest of 8.27 percent above the respective base interest rate of the European Central Bank may be charged.

    4. The customer is not entitled to offset any alleged counterclaims alleged by the supplier.

    5. In the case of the presence of defects, the customer has a right of retention, unless the delivery is obviously defective or the buyer is obviously entitled to refuse acceptance of the delivery. In such a case, the purchaser is only entitled to withhold payment, insofar as the retained amount is in reasonable proportion to the defects and the probable costs of the subsequent performance (in particular a defect elimination). The customer is not entitled to assert claims and rights due to defects if he has not made due payments and if the amount due (including any payments made) is in reasonable proportion to the value of the – defective – delivery.

    V. Terms of payment

    Unless otherwise agreed in writing with the supplier, the purchaser pays in EURO from delivery of the goods:

    a) net within 30 days.

    b) Deliveries to end customers are only made in advance – no COD settlement

    VI. delivery time

    1. The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents, approvals, clearances to be procured by the purchaser and before receipt of an agreed down payment.

    2. We are not obliged to any further delivery before full payment of due invoice amounts. If the purchaser is in arrears with a due payment, the supplier may demand cash payment prior to delivery of the goods for all outstanding deliveries from all trades. This does not apply to cases of default of payment by the customer.

    3. In all other respects, the delivery period is adhered to if the delivery item has left the works by the time the goods have expired or the readiness for dispatch has been communicated to the orderer.

    4. The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond the supplier’s control. This also applies if these circumstances occur with subcontractors.

    5. The supplier is liable for delay of performance in cases of intent or gross negligence of the supplier or a representative or vicarious agent in accordance with statutory provisions. The liability of the supplier in cases of gross negligence, however, is limited to the contract-typical, foreseeable damage. Further claims of the purchaser are – even after expiry of the supplier about set deadline for performance – excluded. The restriction does not apply to culpable violation of essential contractual obligations. However, the claim for damages for the culpable breach of material contractual obligations is limited to the foreseeable damage typical for the contract, unless another case according to p. 1 is also given at the same time.

    Any further liability for a delay in delivery for which the supplier is responsible shall be excluded.

    The right of the customer to withdraw from the contract according to no. 1 of these conditions remains unaffected. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.

    6. If shipment is delayed at the request or fault of the customer, we shall be entitled to charge the goods after a reasonable period of time and to supply the customer with a correspondingly reasonable, extended period or otherwise dispose of the object of delivery. The storage of the goods is at the expense and risk of the customer.

    VII. Transfer of risk and acceptance

    1. The risk passes to the buyer at the latest with the dispatch of the goods, even if partial deliveries take place. Partial deliveries are permissible as far as this is reasonable for the customer.

    2. If shipping is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for shipment.

    3. The supplier is entitled to insure the delivery item at the expense of the orderer.

    VIII. Exportverbot

    The goods delivered by us may be exported directly or indirectly only with our written consent to other countries.

    In the event of a breach, we are entitled to compensation.

    IX. Retention of title

    1. We reserve the ownership of the delivered goods until the complete repayment of all claims arising from the business relationship and arising claims, regardless of the legal grounds.

    2. We allow our customers, subject to the export ban, resale in the ordinary course of business. This right expires in case of a suspension of payments. The customer hereby assigns to us as security all receivables with ancillary rights due to him from the resale against his customer, without any further special explanations being required. The assigned claims serve to secure all claims according to clause 1. The customer shall immediately forward the payments made to the assigned claim up to the amount of the secured claim to the Supplier. The customer is entitled to collect the assigned claims as long as we have not revoked this authorization. The direct debit authorization expires even without explicit revocation, if the customer stops his payments, default of payment, opening of insolvency proceedings, bill protest or justified evidence of over-indebtedness or impending insolvency. In addition, the Supplier may disclose the assignment of security, utilize the assigned claims and demand the disclosure of the assignment of security by the Customer to the Purchaser after prior warning, subject to a reasonable period of notice.

    3. At our request, the customer must immediately inform us in writing, to whom he has sold the goods and which claims he is entitled to from the sale, as well as to issue us a document officially certified at his own expense for the assignment of the claims.

    4. During the existence of the retention of title, the customer is prohibited from pledging or transferring ownership. In the event of seizure, seizure or other dispositions or interventions by third parties, the customer must notify the supplier immediately. The customer also has to agree with the buyer that only with this payment the buyer acquires property.

    5. In the event of breaches of duty by the customer, in particular default in payment, the supplier is entitled, even without setting a deadline, to demand the surrender of the delivery item or – if necessary after a deadline – to withdraw from the contract; the customer is obliged to surrender. The request for return of the delivery item does not constitute a declaration of withdrawal by the supplier, unless this is expressly stated.



    X. Complaints and complaints

    1. Warranty claims of the customer shall only exist if he properly fulfills his inspection and complaint obligations in accordance with § 377 HGB and notifies the defects in writing.

    2. Claims for defects do not exist in the case of insignificant deviation from the agreed quality or only insignificant impairment of the usability.

    The notification of defects for obvious defects shall be made in good time if they are notified to the supplier in writing by the customer within 10 days of delivery. In order to meet the deadline, it is sufficient to send the advertisement within the deadline. Later occurring defects are to be reported immediately. The defects are in writing and as detailed as the buyer possible to describe.

    3. In case of late notification of complaints or complaints, warranty claims are excluded. In case of timely notification, we are for subsequent delivery or warranty according to Section XI. Committed.

    4. If the purchaser indicates a defect that does not exist according to the supplier’s inspection, and if the purchaser was aware of the defect in the notification or if he was in error as a result of negligence, the purchaser has to pay the supplier the resulting damage replace. The customer is entitled to prove that the indicated defect exists. In the context of the above provisions, the Supplier is entitled in particular to demand reimbursement of expenses incurred by the Supplier, for example for the investigation of the item or the repair requested by the Buyer, from the Buyer.

    XI. Warranty claim and liability for defects in the delivery

    1. For our goods, we assume a warranty according to applicable German law.

    The warranty states that all products which become defective during the warranty period due to verifiable material or manufacturing defects will be repaired or replaced by us at the factory or in authorized authorized workshops, provided that the entry is made carriage paid. The customer service decides on the sending in of stationary machines.

    2. The supplier has the option of rectifying defects and subsequent delivery in any case. The request of the customer for supplementary performance must be made in writing. The supplier is to be granted a period of 12 weeks for the supplementary performance. If the delivery is to be repaired, the repair fails only after the unsuccessful second attempt. If the supplementary performance fails, the orderer has the right to reduce or, at his discretion, to withdraw from the contract. The legal cases of dispensability of the deadline remain unaffected. The application of §§ 478, 479 BGB (recourse claim of the entrepreneur) remains unaffected.

    3. Excluded from liability for defects are all parts subject to natural wear and tear, the consequences of excessive use, improper handling and failure to observe the operating and instruction instructions. If the orderer or third parties intervene on the object, we reject any obligation; This also applies in particular to the use of tools and accessories from other manufacturers.

    4. The supplier is liable in cases of intent or gross negligence of the supplier or a representative or vicarious agent as well as culpably caused injury to life, limb or health in accordance with statutory provisions. Incidentally, the supplier shall only be liable in accordance with the Product Liability Act, due to culpable violation of essential contractual obligations or insofar as the seller has fraudulently concealed the defect or has assumed a guarantee for the quality of the delivery item. However, the claim for damages for the breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless there is another of the exceptional cases listed in p. 1 or p. 2 of this paragraph (1).

    a. The regulations of the preceding paragraph (1) apply to all claims for compensation (in particular for damages in addition to performance and damages instead of performance), regardless of the legal grounds, in particular due to defects, breach of obligations under the obligation or tort. They also apply to the claim for compensation for futile expenses. The liability for delay, however, is determined according to No. VI. 5. of these conditions.

    b. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.

    5. The products we manufacture comply with the EC Machinery Directives. The principles of para. 1 and 2 of the “Joint Declaration” of the leading organizations of industry and commerce of 25.04.78 are part of these terms and conditions.

    XII. limitation

    1. The limitation period for claims and rights due to defects in the delivery – for whatever legal reason – is one year. However, this does not apply in the case of § 479 para. 1 BGB (recourse claim of the entrepreneur). The case excluded in p. 2 above is subject to a limitation period of three years.

    2. The period of limitation according to paragraph 1 shall also apply to all claims for damages against the supplier which are related to the defect – irrespective of the legal basis of the claim.

    3. The limitation periods according to para. 1 and para. 2, however, apply with the following proviso:

    a) The periods of limitation shall generally not apply in the case of intent or fraudulent concealment of a defect or insofar as the supplier has assumed a guarantee for the quality of the delivery item.

    b) The limitation periods shall not apply to claims for damages in the case of gross negligent breach of duty, in the case – not in the delivery of a defective item or the provision of a defective workmanship of existing – culpable violation of essential contractual obligations, in cases of culpable injury to life, of Body or health or claims under the Product Liability Act. The limitation periods for claims for damages also apply to the reimbursement of futile expenses.

    4. The limitation period begins with all claims with the delivery, with works acceptance.

    5. Unless otherwise expressly determined, the statutory provisions on the beginning of the limitation period, the suspension of proceedings, the inhibition and the new start of periods remain unaffected.

    6. The above provisions apply accordingly to claims for damages that are not related to a defect; para. 1 sentence 1 applies for the limitation period.

    7. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.

    XIII. Right of the customer to withdraw

    The customer can withdraw from the contract if the entire service is impossible before the transfer of risk.

    Is default in the meaning of Section VI. from us and if the purchaser grants us a reasonable period of grace which is not adhered to, the purchaser is entitled to withdraw. If a default of acceptance occurs due to the fault of the customer, he remains liable for the consideration.

    In case of final failure of rectification or replacement according to section X, the purchaser may, at his discretion, demand the reduction of the purchase price or the rescission of the contract.

    XIV. Supplier’s right to withdraw

    1. Should an ordered item not be deliverable because we are not supplied by our supplier without our fault, despite its contractual obligation, we are entitled to withdraw from the contract. In this case, we will inform the purchaser immediately that the ordered goods are no longer available and immediately reimburse any services already provided. 

    2. In case of unforeseen events within the meaning of item VI. if they change the economic meaning or the content of the service or affect our operation and in the event of subsequently proven impossibility of execution, the contract will be adjusted appropriately. Insofar as this is not economically justifiable, we have the right to withdraw wholly or partly from the contract.

    XV. jurisdiction

    1. For all disputes arising from the contractual relationship, if the purchaser is a registered trader, a legal entity under public law or a special fund under public law, the action must be brought before the court, the branch office of the supplier responsible for the head office or the delivery responsible is. The supplier is also entitled to sue at the customer’s headquarters.

    2. For the contractual relations exclusively German law applies.

    XVI. Severability clause

    1. Should individual provisions of this contract be ineffective or unenforceable or become ineffective or unenforceable after the conclusion of the contract, this shall not affect the validity of the remaining provisions.

    2. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the contract with a valid, effective and fulfillable provision that comes closest in content to the original intention of the parties.