Terms and Conditions

I. General

Our terms and conditions apply to all offers, orders, purchase contracts, and deliveries made to clients (buyers) unless expressly agreed otherwise. They also apply to future business relationships, even if not explicitly agreed upon again. Divergent terms and conditions of the client (buyer) are not recognized, even if we do not expressly object to them. The following conditions also apply if we carry out the client's (buyer's) order without reservation despite being aware of conflicting or deviating conditions of the client (buyer). Orders and other agreements, including those deviating from these delivery conditions, must be made or confirmed in writing. If a confirmation is issued by us, its content is decisive for the contractual relationship with the client (buyer) unless the client (buyer) objects in writing immediately after receipt or if its content significantly deviates from the order or agreement. A confirmation issued in electronic form (email) is also considered written confirmation, provided it meets legal requirements. The incorrect transmission of telephone or telegraphic orders and instructions is at the risk of the client (buyer). We reserve all ownership and copyright rights to offers, cost estimates, drawings, software, and other documents; they may not be made accessible to third parties without prior consent. We are entitled to assign the claims arising from our business conditions.

II. Prices

All prices are quoted in EURO, net, and unless otherwise offered, plus additional costs (e.g., shipping, packaging, installation, and assembly) and the applicable VAT. Customs duties and export taxes are borne by the client (buyer). If we have taken on the installation or assembly and nothing else has been agreed, the client (buyer) bears all necessary additional costs associated with this, in addition to the agreed remuneration.

III. Contract Conclusion

Our offers are non-binding and subject to change. The client (buyer) is bound by their order upon its receipt by us. The purchase contract is concluded through our written order confirmation or invoice. Our written order confirmation is binding for the scope of delivery, provided the client (buyer) does not immediately object to any deviations from the order. Contract amendments and supplements are only binding for us if confirmed by us in writing. The transfer of rights and obligations of the client (buyer) under the contract to third parties requires our prior written consent. If a purchase contract has been concluded between us and the client (buyer), the client (buyer) is obliged to accept the ordered goods. In case of refusal to perform, we are entitled to demand compensation for non-performance of at least 20% of the net contract amount of the unaccepted goods plus the applicable VAT. The client (buyer) is allowed to prove that we have not incurred any damage or significantly less damage. We are allowed to prove that greater damage has occurred.

IV. Payment Terms

Invoice amounts are due immediately unless otherwise agreed in writing. The client (buyer) can only offset our claims or assert a right of retention if the client's (buyer's) counterclaim is undisputed or has been legally established. The client (buyer) is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship. Our representatives and other agents are only authorized to receive payments with the express approval of the management. Bank fees are borne by the client (buyer). Advance payments are not interest-bearing. Payment orders, checks, and bills of exchange are only accepted by special agreement and only for payment purposes, with the calculation of all collection and discount charges.

V. Delivery

Delivery dates or deadlines that are not explicitly agreed as binding are exclusively non-binding information. Compliance with deadlines for deliveries requires the timely receipt of all documents to be provided by the client (buyer), necessary approvals, and releases, particularly of plans, as well as compliance with the agreed payment terms and other obligations by the client (buyer). This also explicitly includes all preliminary construction services to be provided by the client (buyer). If these prerequisites are not met or not met in time, the deadlines are extended accordingly. This does not apply if we are responsible for the delay. The deadline is considered met: a) For delivery without installation and assembly, when the ready-to-operate shipment has been dispatched or picked up within the agreed delivery or performance period. If delivery is delayed for reasons attributable to the client (buyer), the deadline is considered met with the notification of readiness for dispatch within the agreed period. b) For delivery with installation and assembly, as soon as it has been carried out within the agreed period. In the event of unforeseen events beyond our control, whether they occur at our premises or at our suppliers, such as operational disruptions, rejection, delays in the delivery of raw and building materials, lockouts, etc., the delivery deadlines are extended appropriately, provided that these events can be proven to affect the completion or delivery of the delivery item. The same applies in cases of force majeure, such as war events, strikes, and official measures, as well as if suppliers or other third parties do not fulfill their obligations under the contract, particularly not in time. The aforementioned circumstances are not our responsibility, even if they arise during an already existing delay. However, they entitle us to withdraw from the contract. In cases where we cannot deliver or can only deliver with disproportionately large effort for factual reasons, we are entitled to withdraw from the contract and are only obliged to refund any advance payment made. If shipping or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the client (buyer), we may charge the client (buyer) storage fees of 0.5% of the price of the delivery items per started month, but no more than 5% in total. The client (buyer) is permitted to prove that we have not incurred any damage or significantly less damage. We are permitted to prove that greater damage has occurred. Upon the occurrence of acceptance or debtor default, the risk of accidental deterioration and accidental loss passes to the client (buyer). We are entitled to make partial deliveries and partial performances at any time, as long as this is reasonable for the client (buyer). Further claims of the client (buyer) are excluded. This does not apply where liability is mandatory in cases of intent, gross negligence, or due to injury to life, body, or health. The above regulations do not entail a shift in the burden of proof to the disadvantage of the client (buyer). We reserve the right to offer the client (buyer) a delivery item of a different model or type if the ordered model or type is no longer manufactured by the intended delivery date. We are not obligated to deliver the originally ordered item or to compensate for non-fulfillment. Deliveries are generally made without unloading (unless otherwise agreed). The client (buyer) is obliged to provide and use appropriate machinery for this purpose. We are obligated to notify the delivery at least 2 working days in advance.

VI. Transfer of Risk

The risk transfers to the client (buyer) for deliveries without installation or assembly at the moment they are dispatched or picked up by the client (buyer), even if partial deliveries occur or if we have undertaken additional services, such as shipping costs or delivery and installation. For deliveries with installation or assembly, the risk for the delivered parts transfers to the client (buyer) on the day of installation or placement at the contractually agreed installation site. If the placement depends on the cooperation or performance of the client (buyer) or third parties, the risk transfers to the client (buyer) upon the delivery of our service. If the dispatch, delivery, commencement, execution of installation or placement, assembly, completion, or other agreed-upon time of risk transfer is delayed due to reasons attributable to the client (buyer) or if the client (buyer) is otherwise in default of acceptance, the risk transfers to the client (buyer).

VII. Complaint and Acceptance

Complaints, particularly regarding transport, packaging damage, and other apparent defects, are excluded if they are not reported to us immediately after delivery in writing and accompanied by a written confirmation from the carrier. The client (buyer) may not refuse acceptance of deliveries due to minor defects. VIII. Right to Refuse Performance If insolvency, settlement, or similar proceedings for debt regulation are filed against the assets of the client (buyer), or if the financial situation of the client (buyer) deteriorates so significantly that our payment claims are endangered, we are entitled at any time, regardless of contractual agreements, to refuse delivery or other services or to make them dependent on advance payments or the provision of securities.

IX. Delay of the Client (Buyer)

If the delivery is delayed for reasons attributable to the client (buyer), they are obliged to compensate for the associated costs, regardless of further claims. The same applies in the case of a right to refuse performance on our part due to payment delay or in accordance with Art. VIII of these delivery conditions. If the client (buyer) does not accept the delivery item at the agreed or reported ready-for-delivery date, we are entitled to demand and retain a contractual penalty of 0.25% per day, but not more than 5% of the contract sum, after 30 days. The right to accept and pay for the delivery item is not affected by the assertion of the contractual penalty. In the event of a delay by the client (buyer), we are also entitled, after setting a reasonable deadline for acceptance and/or payment, to withdraw from the contract or otherwise dispose of the delivery item and later deliver to the client (buyer) at a reasonably postponed time and at the then applicable price.

X. Liability for Defects

We are liable for defects in the delivery (subject to a special contractual regulation) excluding further claims as follows: At our discretion, all parts or services that are proven to have a defect at the time of the transfer of risk within the limitation period will be repaired, newly delivered, or newly provided free of charge. Replaced parts become our property. Such defects must be reported to us immediately in writing. Otherwise, the delivery is considered approved, even in view of these defects. Claims for defects expire in 12 months. This does not apply if the law prescribes longer periods according to §§ 438 para. 1 no. 2 (buildings and goods for buildings), 475 para. 2 (consumer goods purchases), 479 para. 1 (recourse claims), and 634a para. 1 no. 2 (building defects) BGB, as well as in cases of injury to life, body, or health resulting from negligent breach of duty by us or intentional or grossly negligent breach of duty by one of our legal representatives or vicarious agents, and in the case of fraudulent concealment of a defect. The legal regulations on the suspension of expiration, suspension, and restart of the periods remain unaffected. If the VOB/B is agreed in the contract without significant restrictions, the regulations there apply to the limitation period for defect claims of the client (buyer). Claims for defects do not exist in the case of only insignificant deviation from the agreed condition, in the case of only insignificant impairment of usability, in the case of natural wear and tear (wear, aging, and consumption), or damage that occurs after the transfer of risk due to incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, chemical or electrical influences, or due to other special external influences that are not assumed under the contract, as well as in the case of non-reproducible software errors. If the client (buyer) or third parties make improper changes or repair work, no claims for defects exist for these and the resulting consequences either. Initially, we must be given the opportunity for subsequent performance within a reasonable period. If the subsequent performance fails, the client (buyer) may – without prejudice to any claims for damages according to Art. XI – withdraw from the contract or reduce the payment. A repair is considered to have failed after the second unsuccessful attempt unless otherwise indicated by the nature of the matter or defect or other circumstances. If no agreement is reached between the parties on the amount of the reduction in the case of a desired reduction, an expert opinion of an expert appointed by the IHK responsible for the delivery site will decide. The costs of the expert opinion are borne by the client (buyer). If the complaint of defects is unjustified, we are entitled to demand compensation for the expenses incurred by the client (buyer). The client's (buyer's) right to free subsequent performance is excluded with regard to the necessary expenses, especially transport, travel, labor, and material costs, insofar as these costs increase because the delivery item has been subsequently transferred to a place other than the one specified in the contract, unless the transfer corresponds to its intended use. Recourse claims of the client (buyer) against us according to § 478 BGB (recourse of the entrepreneur) only exist insofar as the client (buyer) has not made agreements with his customer that go beyond the legal defect claims. For the extent of the client's (buyer's) recourse claim against us according to § 478 para. 2 BGB, Clause 7 applies accordingly. Otherwise, Art. XI applies to claims for damages. Further or other claims of the client (buyer) against us and our vicarious agents due to a defect are excluded beyond the claims regulated in this Art. X.

XI. Other Damage Claims

Claims for damages and reimbursement of expenses by the client (buyer) (hereinafter: damage claims), regardless of the legal basis, especially for breach of duties from the obligation relationship and from tort, are excluded. This does not apply if liability is mandatory, for example, under the Product Liability Act, in cases of injury to life, body, or health resulting from negligent breach of duty by us or intentional or grossly negligent breach of duty by one of our legal representatives or vicarious agents, as well as for the breach of essential contractual obligations. However, the damage claim for the breach of essential contractual obligations is limited to the contract-typical, foreseeable damage, as long as there is no liability for intent or gross negligence or for injury to life, body, or health. The above regulations do not involve a change in the burden of proof to the disadvantage of the client (buyer). If the client (buyer) is entitled to damage claims according to this Art. XI, these expire with the end of the limitation period for material defect claims according to Art. X, Clause 3. In the case of damage claims under the Product Liability Act, the statutory limitation periods apply.

XII. Retention of Title

All items of deliveries, including those installed in the client's (buyer's) goods as part of repair orders, remain our property until full payment of all claims from the business relationship, regardless of the legal basis. The client (buyer) is not entitled to pledge the reserved goods, transfer them as security, or otherwise dispose of them. Seizures or other interventions by third parties must be reported to us immediately. The client (buyer) must reimburse us for the costs incurred due to interventions or intervention lawsuits. The retention of title also extends to the proceeds from the resale of the items delivered by us by the client (buyer), up to the amount of the respective invoice amount for the sold items. To that extent, the future claims of the client (buyer) against their customers from the resale, including all ancillary rights, are already assigned to us for security, without the need for a separate later declaration. The client (buyer) is obliged to insure goods belonging to us against fire and theft and to provide proof of the insurance upon request. To assert rights from the retention of title, a withdrawal from the contract is not required.

XIII. Involvement of Third Companies

We are entitled to transfer the order given to us in whole or in part to third companies of our choice. The liability to the client (buyer) is governed by Art. X and XI of these conditions.

XIV. Jurisdiction

The place of jurisdiction is the location of the company MAGRA - Maschinen und Agrarprodukte GmbH. We may, at our discretion, also sue the customer at their location.

XV. Approvals and Obligations of the Buyer

The buyer is obliged to independently inform themselves in advance about any necessary approvals for the installation or acquisition of our products in their region (especially regarding BImSchV). MAGRA - Maschinen und Agrarprodukte GmbH is not liable for any failure to obtain such approvals due to the buyer's lack of due diligence.

XVI. Applicable Law

German law applies.