General Terms and Conditions

Company Zenz Landtechnik GmbH Status 2021

1. General

The following terms and conditions of business and delivery apply to all contracts, deliveries, services and offers of the seller. They shall only apply to contracts concluded with customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB), i.e. also to full-time and part-time farmers who generate income from their activities. Deviations from these terms and conditions are only effective if the seller confirms them in writing. The Buyer’s terms and conditions shall not become part of the contract even if the Seller does not object to them again and provides the contractually owed delivery or service without reservation. Any agreement deviating from these terms and conditions shall be included in the order confirmation.

2. Offer and scope of delivery

2.1 The Seller’s offers are always subject to change and non-binding. The same applies to the documents belonging to the offer, such as illustrations, drawings, weights and dimensions, unless they are expressly designated as binding. The Seller reserves the right of ownership and copyright to cost estimates, drawings and other documents; they may not be made accessible to third parties. Declarations of acceptance and orders must be confirmed in writing by the Seller in order to be legally valid. Likewise, additions, amendments, collateral agreements and reorders of any kind require the written confirmation of the Seller. 2.2 Unless otherwise agreed, the contract is concluded with the written order confirmation of the seller.

3. Offers, prices, terms of payment

3.1 The offer prices and discount rates of ZENZ apply only to the respective individual order. Unless expressly agreed otherwise in writing, the prices are net prices ex works excluding VAT, packaging and delivery in euros. We reserve the right to adjust our prices appropriately if cost changes occur after conclusion of the contract, in particular due to increased labor costs, price increases by upstream suppliers or exchange rate fluctuations. Upon request, we shall provide the customer with evidence of the reasons for the price adjustment. The adjustment may not regularly exceed 10% of the order value. If a further adjustment is necessary, we must first notify the customer of this in writing or in text form. The buyer is entitled to withdraw from the contract within 14 days of receipt of the notification. The right to adjust prices does not apply to goods and services which are to be delivered or rendered within a period of up to 3 months after conclusion of the contract. 3.2 Offers made by ZENZ are subject to change and non-binding. The respective purchaser shall be bound by its offers or orders for at least 30 days. 3.3 All orders require our written order confirmation to be binding. Similarly, subsequent changes or deletions require our written consent and can only be taken into account if the orders are not already being executed or have been completed. 3.4 Invoices from ZENZ must be paid within three days of receipt of the goods and invoice at the latest, unless a different payment term has been agreed. interest at the usual bank rate from the 3rd day. From the first reminder, even without a reminder from the 31st day after the due date, the interest rate for the outstanding amounts shall increase to 9% points above the prime rate. From the 2nd reminder, a flat-rate reminder fee of € 40.00 shall be payable in addition. We reserve the right to claim higher damages for default. The date of payment shall be the date on which the money is received in one of our accounts. 3.5 ZENZ is entitled to make delivery of the goods dependent on immediate payment of the entire purchase price. 3.6 The purchaser shall not be entitled to exercise a right of retention or to offset counterclaims; in particular, warranty or guarantee claims may not serve as a reason for withholding due payments. This shall not apply to counterclaims of the Buyer that are undisputed by the Seller or have been legally established.

4. Delivery time

4.1 The delivery time is based on the agreements between the contracting parties. Compliance with the delivery time presupposes that the customer has fulfilled all obligations incumbent on him, such as the provision of necessary certificates or approvals or the payment of the agreed down payment. If this is not the case, the delivery time shall be extended accordingly. 4.2 The Seller shall not be responsible for delays in delivery due to force majeure, labor disputes, difficulties in procuring materials or other events beyond the Seller’s control, even if these circumstances occur at the Seller’s supplier. The delivery period shall be extended accordingly. 4.3 The delivery deadline shall be deemed to have been met if the delivery item has left the Seller’s factory by the time it expires or the Customer has been notified that the item is ready for dispatch.

5. Transfer of risk

5.1 The risk shall pass to the Buyer as soon as the delivery item has been handed over to the person carrying out the transportation, even if partial deliveries are made or the Seller has assumed other services, e.g. delivery or installation. If acceptance is to take place, this shall be decisive for the transfer of risk. 5.2 The Seller is entitled to make partial deliveries at any time. 5.3 In the case of delivery in the winter months, the customer is obliged to wash the delivery item immediately after delivery in order to avoid corrosion damage. Any claims for damages arising from this are due to improper handling of the delivery item and are excluded. During galvanizing, thermal expansion in the zinc bath may occasionally cause deformation of the tanks and parts, resulting in a rough surface. This does not impair the function and quality. Claims for damages in this respect are excluded.

6. Notice of defects

6.1 The Seller shall, at its discretion, provide a warranty for such parts of the delivery item that prove to be defective as a result of a circumstance that occurred before the transfer of risk, either by repair or replacement. A defect must be reported to the seller immediately in writing. Parts replaced by the Seller shall become the property of the Seller. 6.2 The customer must give the seller the time and opportunity to carry out the repair or replacement delivery (including of parts). Otherwise, the Seller shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage shall the customer have the right to remedy the defect himself or have it remedied by a third party and to demand reimbursement of the necessary expenses from the seller. However, the Seller must be informed immediately. 6.3 The Seller shall be given at least two opportunities for subsequent performance, unless this is unreasonable for the Buyer in individual cases. Only after subsequent performance has failed may the customer, at his discretion, demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal). 6.4 The seller assumes no warranty for the following cases: Unsuitable or improper use, faulty assembly or commissioning by the Customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, chemical, electrochemical or electrical influences, unless the Seller is responsible for them. 6.5 If the Customer or a third party carries out improper repairs, the Seller shall not be liable for any resulting consequences. The same applies to changes made to the delivery item without the Seller’s prior consent. 6.6 The warranty period is one year from delivery of the goods. There is no warranty for special sale machines and parts or for used and demonstration equipment.

7. Reservation of title

7.1 The Seller retains title to the delivery item until full payment of all claims arising from the business agreement with the Buyer. The Seller is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the Customer’s expense, unless the Customer has demonstrably taken out the insurance himself. The customer may neither pledge the delivery item nor assign it as security without the seller’s consent. The customer is obliged to inform the seller immediately in the event of seizure or other interventions by third parties. Insofar as the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Customer shall be obliged to compensate the Seller for these costs. 7.2 The customer is entitled to resell and process the delivery item in the ordinary course of business. However, the customer hereby assigns to the seller all claims in the amount of the seller’s final invoice amount including value added tax, which accrue to him from the resale against his customers or third parties, irrespective of whether the object of purchase has been resold without or after processing. is. The seller authorizes the customer to collect the claim assigned to him for his account in his own name. The seller’s right to collect the claim himself remains unaffected by this, but the seller undertakes not to collect the claim as long as the customer duly fulfills his payment obligations. Otherwise, the Seller may demand that the Buyer informs him of the assigned claim and its debtor and provides all information necessary for collection, hands over the relevant documents and informs the debtor of the assignment. If the seller’s ownership expires due to the customer’s combination of the uniform item, the co-ownership of the item shall pass to the seller in proportion to its value. 7.3 If the customer acts in breach of contract, in particular in the event of default of payment, the seller shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. Upon conclusion of the contract, the customer shall grant the seller the right to enter the installation site of the machine for the purpose of collection. The seller is granted the right to resell the machine, taking into account the residual purchase value. 7.4 The application for the opening of insolvency proceedings shall entitle the Seller to withdraw from the contract and to demand the immediate return of the delivery item. 7.5 In the event that a vehicle registration certificate is issued for the delivery item, the Seller shall have the sole right to possession of the vehicle registration certificate for the duration of the retention of title.

8. Liability

The Seller shall only be liable for damage not caused to the delivery item itself, for whatever legal reason, in the event of intent, gross negligence on the part of the owner, the executive bodies or executive employees, culpable injury to life, body and health, defects which the Seller has fraudulently concealed or the absence of which he has guaranteed, as well as defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items. In the event of culpable breach of material contractual obligations, the Seller shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims are excluded.

9. Place of jurisdiction

The place of jurisdiction for all disputes arising from this contract, unless otherwise stipulated by law, is the place of jurisdiction of the company Zenz Landtechnik GmbH is agreed.