General Terms and Conditions of Sale and Delivery of Grundmann Maschinenbau GmbH

General Terms and Conditions of Sale and Delivery of Grundmann Maschinenbau GmbH

(1) Our Terms & Conditions of Sale and Delivery apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our Terms & Conditions of Sale and Delivery unless we have expressly agreed to them in writing. Our Terms and Conditions of Sale and Delivery also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate or enter into contracts for work and services from our Terms and Conditions of Sale.

(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

(3) Our Terms & Conditions of Sale and Delivery only apply to traders within the meaning of Section 14 of the German Civil Code (BGB).

Section 2 Offer – Offer documents

(1) The seller’s or contractor’s order confirmation is deemed to constitute acceptance.

(2) We reserve the right to withdraw from the contract if, despite having concluded a corresponding procurement contract, we are not supplied—or not supplied on time—by our suppliers for reasons beyond our control (reservation of self-supply). We will inform the customer immediately of the unavailability and refund any consideration already paid.

(3) The scope of our deliveries and services is conclusively defined in our written offer or order confirmation. There is no obligation to provide services beyond this scope. In particular, preparatory work to be performed by the customer, connections to existing systems (e.g., electrical systems, piping, foundations), or software integration into the customer’s higher-level control systems are not included in our scope of services unless expressly agreed upon in writing.

Section 3 Delivery and Obligations to Cooperate

(1) The commencement of the delivery period or the start of performance specified by us is contingent upon the clarification of all technical questions. Stated delivery and performance deadlines are binding only if we have expressly confirmed them as binding in writing; otherwise, they are to be regarded as non-binding estimates.

(2) Compliance with our Obligation to deliver and perform also presupposes timely and proper fulfilment of the customer’s obligations. The defence of non-performance of the contract and the right of retention remain reserved.

(3) If the customer is culpably in default of acceptance or culpably violates other obligations to co-operate (e.g., failure to provide specifications in a timely manner, lack of construction clearance, or insufficient accessibility for lifting equipment), we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims and rights remain reserved.

(4) If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item or the work shall pass to the customer at the point in time at which the customer is in default of acceptance or defaults on debts.

(5) Partial deliveries and early deliveries may be made if reasonable for the customer.

(6) We shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(7) No sooner than 30 days after the delivery period has been exceeded, the customer may demand in writing that Grundmann Maschinenbau GmbH complete delivery within a reasonable period. Grundmann Maschinenbau GmbH shall be in default on expiry of that period.

(8) Further legal claims and rights of the customer remain reserved.

(9) Unless the quotation or order confirmation specifies otherwise regarding the medium to be processed (substrate/input material), maize silage is used as the standard input material for determining performance data, wear limits, and warranty claims. The use of different materials—particularly those that are highly fibrous or abrasive—requires our prior written approval.

Section 4 Acceptance of Work Services

(1) Where we provide work services (e.g., manufacture of control cabinets, installation, commissioning), formal acceptance is required.

(2) Acceptance takes place following successful trial operation or upon the signing of a commissioning report.

(3) Acceptance shall be deemed to have been granted if the customer puts the system into use without objection or allows a reasonable deadline set by us for acceptance to expire without result.

Section 5 Prices – Terms of payment

(1) Unless otherwise stated in the order confirmation, our prices apply excluding packaging and transport; these shall be invoiced separately.

(2) Statutory value added tax is not included in our prices; it shall be shown separately on the invoice at the statutory rate on the day of invoicing.

(3) Deduction of a discount requires special written agreement.

(4) The customer shall only be entitled to set-off rights if the counterclaims have been legally established or are uncontested.

Section 6 Packaging, transport and lifting technology

(1) The goods shall be transported at the expense and risk of the customer. The goods may be insured by express agreement on dispatch.

(2) The mode of transport and the transport costs are at the discretion of the seller. The transport costs may not exceed the transport costs normally incurred by third parties.

(3) Unless otherwise agreed, the customer shall provide lifting equipment, electricity, and water at the installation site in a timely manner and at their own expense.

Section 7 Liability for defects

(1) Any claims for defects on the part of the customer presuppose that, in the case of commercial transactions, it has met its inspection and complaint obligations properly in accordance with Section 377 of the German Commercial Code (HGB).

(2) If there is a defect in the purchased item or the work, the customer is entitled to choose between supplementary performance in the form of rectification of the defect or delivery of a new, defect-free item. The customer’s statutory right to withdraw from the contract is excluded. The seller can only refuse the type of supplementary performance chosen by the buyer if it is associated with disproportionately high costs for it. In the event of rectification of defects or replacement delivery, the customer is obliged to bear all expenses necessary for the purpose of supplementary performance, in particular transport, travel, labour and material costs. Any control slips supplied shall be enclosed. If the complaint is upheld, we shall send the replaced or repaired goods free of shipping costs and reimburse the customer’s expenses incurred in advance, in particular transport, travel, labour and material costs.

(3) If the supplementary performance fails, the customer is entitled, at its discretion, to demand withdrawal or a reduction in price.

(4) We shall only be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including through our representatives or vicarious agents. Insofar as we are not accused of an intentional breach of contract, liability for damages shall be limited to the foreseeable damage that typically occurs. Subject to paragraph 5, liability is limited to intentional and grossly negligent breaches of obligation.

(5) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the German Product Liability Act.

(6) If there is only a minor defect and the goods can be utilised by the buyer without any disadvantage, the buyer is only entitled to a reduction in the purchase price. Liability is excluded for damage caused by the delivery item being modified by third parties or by the installation of parts of third-party origin, by the delivery item being put into operation incorrectly or by defective construction. Liability is also excluded for damage caused by non-compliance with statutory installation and handling instructions or those issued by us or our suppliers.

(7) The limitation period for claims based on defects is 12 months, calculated from the transfer of risk or, in the case of work performance, from acceptance. No warranty is provided for used products.

(8) We grant a 6-month warranty for the repaired components and the services performed under this repair.

(9) Furthermore, the Contractor shall in no event be liable for production downtime, loss of profit, third-party damages, standstill costs, loss of use, loss of orders, increased operating, maintenance, or personnel costs, or other damages not arising from the plant itself, nor for any indirect and/or consequential damages of any kind.

Section 8 Limitation of Liability

(1) Any further liability for damages other than that provided for in Sections 3, 7 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of obligation, default or impossibility, incorrect advice, breach of other contractual obligations, tort or other legal grounds and tortious claims for compensation for property damage in accordance with Section 823 BGB. Liability shall only apply in the event of intent or gross negligence, in the event of defects that we have fraudulently concealed or in the event of the assumption of a guarantee of quality. However, in the event of a breach of essential contractual obligations (cardinal obligations), we shall also be liable for simple negligence, though such liability is limited to the foreseeable damage typical of the contract. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the German Product Liability Act.

(2) The limitation according to paragraph 1 also applies if the customer demands compensation for futile expenses instead of making a claim for damages.

(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

(4) No liability is accepted for indirect or consequential damages, such as loss of profit or damages due to loss of business, use or production.

Section 9 Retention of title

(1) We reserve title to the purchased item or to the system components supplied and installed by us until receipt of all payments arising from the supply contract. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a cancellation of the contract. After taking back the purchased item, we are authorised to sell it; the proceeds from the sale shall be offset against the customer’s liabilities – less reasonable selling costs.

(2) The customer is obliged to treat the purchased item with care; in particular, it is obliged to insure it adequately at its own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer shall carry this out in good time at its own expense.

(3) In the event of seizure or other interventions by third parties, the customer shall inform us immediately in writing so that we can assert our rights in court.

(4) The customer is entitled to resell the purchased goods in the ordinary course of business against cash payment or subject to retention of title; however, the customer hereby assigns to us all claims arising from such resale against its customers or third parties up to the amount of the final invoice total (including VAT), regardless of whether the purchased goods were resold without or after processing. If our components become essential parts of another system or of the customer’s real estate, the customer hereby assigns to us, as security for our claims, its claims against third parties arising from such incorporation. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, does not fall into arrears with payment, and—in particular—no application for the opening of composition or insolvency proceedings has been filed and no suspension of payments has occurred. Should this occur, however, we may demand that the customer disclose the assigned claims and the respective debtors, provide all information necessary for collection, and notify the debtors (third parties) of the assignment. Upon the Seller’s request, the Buyer is obliged to submit a schedule of the claims transferred to us and to notify the third-party debtor. Transfers of ownership by way of security, pledging, and other dispositions impairing our rights are not permitted to the customer.

Sicherungsübereignungen, Verpfändungen und andere unsere Rechte beeinträchtigenden Verfügungen sind dem Kunden nicht gestattet.

(5) The processing or transformation of the object of sale by the customer shall always be carried out on our behalf without any obligation arising for us. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

(6) If the purchased item is inseparably mixed, processed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed, processed or combined items at the time of mixing, processing or combining. If the mixing, processing or combining is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall hold the resulting sole ownership or co-ownership for us.

(7) The customer also assigns to us claims in respect of a third party that secure our claims against the customer which arise through the combination of the purchased item with a property.

(8) We undertake to release the securities to which we are entitled at the customer’s request if the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

Section 10 Place of jurisdiction – Place of fulfilment

(1) If the customer is a merchant, our registered office (Teterow) is the place of jurisdiction; however, we are also entitled to take action against the customer in the court of its location.

(2) The law of the Federal Republic of Germany shall apply; application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of fulfilment.