General terms and conditionsn
The company Zenz Landtechnik GmbH
§ 1 General
The following terms and conditions apply to all contracts, supplies, services and offers of this seller. They apply only to contracts concluded with customers who are not consumers within the meaning of § 13 BGB [German Civil Code], i.e. also for full-time and part-time working farmers who receive income from their work. Deviations from these terms and conditions shall be effective only if they are confirmed in writing. Conditions of the buyer are also not part of the contract if the seller does not contradict them again and he provides the contractually owed goods or services without reservation. Agreements deviating from these conditions shall be included in the order confirmation.
§ 2 Offer and scope of delivery
1. The offers of the seller are always without obligation and non-binding. Likewise, documents belonging to the offer, such as illustrations, drawings, weights and measurements, are also without obligation and non-binding, unless they are expressly designated as binding. The seller reserves ownership and copyrights to cost estimates, drawings and other documents. They may not be made available to third parties.
Declarations of acceptance and orders require written confirmation from the seller to be legally binding. Likewise amendments, modifications, ancillary agreements and modifications of any kind also require written confirmation from the seller.
2. Unless otherwise agreed, the contract is concluded upon the written order confirmation of the seller.
§ 3 Prices and Payment
1. Unless otherwise agreed, the seller is bound to the prices mentioned in his offers for fourteen days from the date of the offer.
2. Prices are ex works of the seller, including loading in the plant, but excluding packaging and unloading. The legally applicable VAT is added to the price specified in the order confirmation of the seller.
3. A right of the purchaser for the retention of payments or offsetting of claims only exists when these counterclaims are undisputed or legally determined.
4. The seller shall be bound to the contractually agreed prices during the delivery period, but at least for 4 months.
§ 4 Delivery time
1. The delivery time is based on the agreements between the contract parties. Compliance with the delivery time assumes that the purchaser has fulfilled all his owed obligations, such as the provision of all necessary certificates or licenses or the payment of the deposit. If this is not the case, then the delivery time will be extended appropriately.
2. For delivery delays due to force majeure, strikes, material procurement difficulties or other events that are beyond the control of the seller, the seller is not responsible, even if these circumstances occur for the seller's suppliers. The delivery time shall be extended appropriately.
3. The delivery time is met if the delivery item has left the seller's factory by the time the delivery time expires or if the customer has been notified of the readiness for shipment.
§ 5 Passing of risk
1. The risk passes to the buyer once the delivery item is handed over to the person performing the transport, even if partial deliveries are made or the seller has taken on other services, such as delivery or installation. If acceptance is to take place, it shall be decisive for the passing of risk.
2. The seller is entitled to make partial deliveries at any time.
3. For delivery in the winter months, the customer is obliged to wash the goods immediately after delivery in order to prevent corrosion damage. Any claims for damages from this stem from improper handling of the delivery item and are excluded. For galvanising, it may occasionally happen that the thermal expansion in the zinc bath causes a deformation of the tank and parts, causing a rough surface. This does not affect the function and quality. Claims for damage in this regard are excluded.
§ 6 Notice of defects
1. The seller guarantees by repair or replacement, at its option, those parts of the delivery item that turn out to be defective a result of a condition existing before the transfer of risk. A defect is to be reported to the seller immediately in writing. Parts to be replaced by the seller shall become the property of the seller.
2. The seller shall indicate the time and opportunity to the customer to carry out the repair or replacement delivery (also of parts). Alternatively, the seller is exempt from liability for the consequences resulting therefrom. Only in urgent cases of danger to the operational safety or to prevent excessive damage does the customer have the right to remedy the defect himself or through third parties and to demand reimbursement for any necessary expenses from the seller. However, the seller is to be informed immediately in this case.
3. The seller shall be given at least two opportunities for a supplementary performance. Only after failed supplementary performance can the customer demand a reduction of payment (reduction) or a cancellation of the contract (rescission) at his discretion. In the even of a minor breach of contract, especially with only minor defects, the customer has no right of rescission.
4. The seller is not responsible for the following cases:
Unsuitable or improper use, faulty installation or commissioning by the customer or a third party, normal wear, improper or careless handling, improper maintenance, improper equipment, chemical, electrochemical or electrical influences, provided they are not the responsibility of the seller.
5. If the customer or a third party performs repairs improperly, there is no liability of the seller for any resulting consequences. The same shall apply to any changes to the delivery item without prior agreement from the seller.
6. The warranty period is one year from the date of delivery. There is no warranty for special sale machines and parts, as well as for used and demo machines.
§ 7 Retention of title
1. The seller retains title to the delivered item until full payment of all receivables from the business agreement with the buyer. The seller is entitled to insure the delivery item at the customer's expense against theft, breakage, fire, water and other damage, unless the customer has proven completion of his own insurance. The customer may not pledge the delivery item or assign it by way of security without the consent of the seller. The customer is obliged to notify the seller immediately in case of seizure or other third-party intervention. If the third party is not able to reimburse the seller for the judicial and extrajudicial costs of action under § 771 ZPO [German Code of Civil Procedure], the customer is obliged to compensate for these costs.
2. The customer is entitled to resell and treat the delivery item in the ordinary course of business. However, the customer now cedes to the seller all claims in the amount of the total invoice amount, including VAT of the seller, which accrue to the customer from the resale to its customers or third parties, regardless of whether the purchased item has been resold without or after processing. The seller authorises the customer to collect the receivables ceded to him for his invoice on his behalf. The seller's right to collect the debt himself remains unaffected by this, however, the seller undertakes to not collect the receivables as long as the customer meets its payment obligations in due form. Otherwise, the seller may request that the buyer notifies him of the ceded receivables and their debtors and provides all information necessary for collection. He shall hand over the relevant documents and inform the debtor of the relinquishment. If the ownership of the seller expires by the connection of the customer to the unified item, then the proportional value is transferred to the seller.
3. In the event of a breach of contract by the customer, especially in the event of default, the seller is authorised to take back the delivery item after issuing a reminder and the customer is obliged to surrender. Already upon contract conclusion, the customer grants the seller the right to be able to enter the site of installation of the machine for the purpose of collection. The seller is granted the right to resell the machine in recognition of the residual purchase value.
4. The request to open insolvency proceedings shall entitle the seller to withdraw from the contract and to demand the immediate return of the delivery item.
5. In the event that the delivery item is made out to a motor vehicle registration certificate, the seller shall have the sole right to possession of the motor vehicle registration certificate for the duration of the retention of title.
§ 8 Liability
For damage not caused to the delivery item itself, the seller is liable, regardless of the legal reason, only in cases of intent or gross negligence of the owner, the bodies or executives, culpable injury to life, body and health, for defects that the seller fraudulently concealed or whose absence was guaranteed, or for defects of the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items. In the case of culpable violation of essential contractual obligations, the seller is liable for gross negligence of subordinates and, for simple negligence in the latter case, is limited to foreseeable damage typical of the contract in a reasonable manner.
Further claims are excluded.