LEHNER Agrar GmbH

§ 1 General

1. The General Terms and Conditions apply to all deliveries and services by LEHNER Agrar GmbH, Häuslesäcker 5-9, 89198 Westerstetten, Germany (hereinafter referred to as: LEHNER) for its contract partner (hereinafter referred to as: buyer).
2. A contract is concluded as of the written order confirmation by LEHNER or with the delivery of the goods and acceptance by the buyer. Purchasing conditions of the buyer that differ from these conditions do not become content of the contract, even through acceptance of the order.
3. The offers by Lehner are subject to change. Delivery to the buyer is subject to restrictions of LEHNER's supply by its suppliers.

1. In case of delivery difficulties, LEHNER is entitled to perform partial deliveries to the buyer, as long as it is reasonable. Should delivery on demand be agreed, the buyer must allow a reasonable delivery deadline.

2. Should the buyer delay with the request for or acceptance of the goods, LEHNER can store the goods, following prior explicit notification, at its own site or a third-party site at the expense of the buyer, notwithstanding his other legal rights, or, after setting an extended deadline of 7 calendar days, utilise the goods in a way that suits it, at the buyer's expense.

§ 3 Claims

The buyer must immediately report evident defects, within two weeks after noticing them, at the latest. Other defects that are not immediately recognised, despite careful inspection, must immediately be reported, within the legal warranty deadline, at the latest. If the buyer is a merchant, §377 HBG also applies.

1. The warranty for technical products produced by LEHNER itself, such as the 12-volt spreader, is valid for 6 months. The warranty period is 12 months if the buyer is a business.
2. Any repairs to the products within the scope of the warranty require prior agreement by LEHNER insofar as Lehner is authorised or obligated to subsequent performance.

3. The warranty is rendered void in the case of modifications to cables or connectors without approval from the manufacturer. Motors must not be opened or dismantled. The warranty is voided in the case of violation.

§ 5 Liability

LEHNER is liable only in the event of wrongful intent and gross negligence of the company or of the vicarious agents and assistants. This does not apply in the event of violation of basic contractual obligations or in the case of legal indemnity claims resulting from non-compliance due to delay or impossibility for LEHNER to fulfil the contract in the event of death, injury or sickness. Liability according to the product liability law remains unaffected.

§ 6 Packing and shipping

1. The goods are packaged in accordance with standard commercial practice at the expensive of the buyer. The buyer is responsible for immediate unloading when the product arrives. He must return the delivered pallets and returnable containers in usable condition, carriage-paid and emptied, within a month or compensate Lehner for their value.

2. Shipping is conducted carriage-paid at the buyer's risk. LEHNER procures transport insurance at the request of the buyer to the extent requested by him and at his expense.

§ 7 Payment, current account and offset

1. In the event that there are no other agreements, payment must occur in full immediately after the invoice is received. In the event of a delivery on credit, the period allowed for payment shall be determined according to the delivery date.

2. Payment by bill of exchange is permitted only in the case of explicit agreement and is deemed paid only under this circumstance. Discount and collection charges are to be paid by the buyer and are due immediately.

3. When paying by check, receipt of the check by LEHNER is not considered payment, but only its irrevocable encashment.

4. The buyer may only set off those counterclaims that are undisputed by LEHNER or against which there is no legal recourse. A right of retention can be exercised only due to legally established or undisputed claims.

§ 8 Refusal to pay and delay of payment

1. In the event of unauthorised and final refusal to pay in full, LEHNER can withdraw from all contracts with the buyer and demand compensation for all losses, such as costs and lost profit.

§ 9 Retention of property

1. LEHNER reserves the right of ownership of services and goods until payment in full.

2. The handling or processing of goods remaining in LEHNER's ownership occurs for LEHNER as the manufacturer and on its behalf, without any liabilities resulting for it. LEHNER is entitled to ownership of the new goods that originate through handling or processing, irrespective of the time or degree of handling and processing. In the event that the retained goods are processed with other goods that do not belong to the buyer, LEHNER is entitled to the shared ownership of the new goods in relationship of the value of the retained goods to the other processed goods at the time of processing. In the event that the buyer acquires the (shared) ownership of LEHNER's retained goods through handling or processing, irrespective of the preceding regulation, he transfers the (shared) ownership of the goods to LEHNER via conclusion of a contract, for the time of his acquisition, and stores the goods for LEHNER. The buyer hereby relinquishes to LEHNER any claims for restitution to third-party owners. The goods are deemed retained goods for the purpose of these provisions.

3. In the event of a confluence or interconnection of goods delivered by LEHNER with other goods, the buyer hereby transfers to LEHNER his ownership or shared ownership rights of the combined or new goods and stores them for LEHNER. Any claims for restitution to third-party owners are hereby relinquished to LEHNER.

4. Subject to cancellation, the buyer is, provided he's not a consumer, authorised to resell the goods in LEHNER's (shared) ownership for cash for business purposes or subject to retention of ownership. Seizures or security transfers of property are not permissible. In exchange for credit insurance, the buyer relinquishes to LEHNER at the conclusion of the contract all reselling claims to which the buyer is entitled, irrespective of whether they occur prior to or after the processing, confluence, etc., including all subsidiary rights and potential replacement claims. In the event that the goods are only the joint property of LEHNER or are sold by the buyer together with other goods that don't belong to LEHNER - irrespective of condition - for an overall price, the hereby completed cession of the claim occurs, amounting only to the sum that LEHNER charges to the account of the buyer for the part of the goods concerned.

5. Subject to cancellation, the buyer is authorised to collect the claims ceded to LEHNER. With the cancellation of this right, these claims are transferred to LEHNER - even in the event of bankruptcy. Furthermore, the buyer must accord LEHNER access to the goods at any time and, at LEHNER's request, must mark them as its property and provide LEHNER with any requested information. In the event of delayed payment, the buyer must notify his subsequent buyer of the claim transfer, on Lehner's request. In the event that the buyer receives bills of exchange or checks from reselling to a third-party, he relinquishes to LEHNER the claims on bills of exchange or checks, namely in the amount of the claim ceded to him from reselling. Ownership of the bill of exchange and check is transferred from the buyer to LEHNER. The buyer keeps the document safe for LEHNER.

6. In the event of access by third-parties to the goods in LEHNER's ownership or shared ownership or to the claims ceded to it, the buyer must protect its rights and immediately inform it in writing of such access.

7. If LEHNER has ownership of the delivered goods, they must be sufficiently insured by the buyer against the usual dangers. By way of security, the buyer cedes to LEHNER any and all claims resulting from a damage event up to the amount of LEHNER's claim, including, without limitation, any claims the buyer may have against insurances.

8. LEHNER may provide the buyer with an overcollateralisation on his request. Overcollaterisation occurs when the values of the securities exceeds the values of the claims to be secured by more than 20%.

§ 10 Liens
- applies to the agricultural trade division. The buyer is informed that LEHNER has a legal fruit lien on the fruit crop and the fruits not yet removed from the premises for all claims of delivery of fertilisers, approved seeds, or authorised agricultural trade seeds, according to the Law for Safeguarding Fertiliser and Seed Supplies from 19.01.1949. The buyer of pesticides and fertilisers contractually cedes to LEHNER a lien on the treated fruits.

§ 11 Delivery

1. Free door-to-door delivery means delivery without unloading, provided that the access road / yard area can be driven on by a heavy truck. Should the delivery vehicle leave the drivable access road / yard area at the buyer's instruction, he is liable for any damages that may occur.

§ 12 Miscellaneous

The ineffectiveness of one clause does not affect the legal effectiveness of the other clauses of these General Terms and Conditions. Solely German law applies to the contract concluded between LEHNER and the buyer. The passive and active place of jurisdiction is Ulm (Germany) if the buyer is a merchant, legal person under public law or public separate estate.