General Terms and Conditions
1. Area of applicability
1.1 Lehner’s General Terms and Conditions (hereinafter referred to as “GTCs”) apply exclusively in business dealings with companies as defined in § 14 BGB [German Civil Code], legal entities under public law or special funds under public law.
1.2 The GTCs apply to all services provided by Lehner, and especially to all contracts or agreements concluded with Lehner. As part of ongoing business relationships, the GTCs also apply to future agreements without express agreement. This does not apply if otherwise agreed in the written contract between the parties.
1.3 Unless another arrangement is expressly agreed, Lehner’s GTCs apply exclusively. Other provisions, in particular, general terms and conditions, terms and conditions of purchase or terms and conditions of delivery of the customer shall not become a part of the agreement. The Lehner’s GTCs will be sent free of charge to the customer upon request.
1.4 If the customer resells the subject of the agreement (hereinafter referred to as “merchandise”), it undertakes to have Items 1.1 to 1.3 as well as 7 to 12 of these GTCs implemented with its end customer if the end customer fulfils the prerequisites of this item 1.1.
2. Offer, Contract conclusions
2.1 All offers from Lehner are without obligation.
2.2 Lehner is bound to its offers for two weeks unless the parties expressly agree on another period. The offer period commences on the day following the dispatch of the offer.
3. Delivery deadlines, Partial deliveries
3.1 The delivery deadlines or delivery dates specified by Lehner are approximate unless the deadlines are expressly classified as binding in the contract.
3.2 If “Delivery on call” has been agreed, the customer must grant Lehner an appropriate deadline for delivery.
3.3 Compliance with the delivery deadlines or delivery dates is subject to correct and timely incoming deliveries to Lehner unless Lehner is responsible for the incorrect or delayed incoming delivery. Delays shall be communicated to the customer immediately.
3.4 If a binding delivery deadline is missed, the legal consequences of delay are invoked solely if the customer has granted Lehner an appropriate grace period in writing, which has also been missed, of at least two (2) weeks.
3.5 Delivery delays due to force majeure or events for which Lehner is not at fault (including, in particular, strike, official orders, transport disruptions, import refusals due to EU regulations), the agreed deadline shall be extended accordingly. If the delaying event lasts for longer than three months, both parties to the agreement shall have the right to withdraw from the agreement in whole or in part. Claims for damages shall, in this case, not be entertained.
3.6 Lehner is entitled to provide partial deliveries of reasonable quantity.
4. Transfer of risk, packaging and shipping
4.1 The risk of any accidental loss or deterioration in the goods is transferred to the customer as soon as the goods have left the Lehner plant or if the customer is in default of acceptance. If shipping is delayed for reasons for which the customer is responsible, the risk is transferred to the customer upon notification of the readiness for shipment, unless the parties have expressly agreed otherwise.
4.2 The goods are packaged at the customer’s expense in the usual commercial manner. The customer must ensure immediate unloading upon delivery. Delivered pallets and loan containers must be returned in usable condition carriage paid and emptied within one month or their value refunded.
4.3 Goods are shipped at the customer’s risk. Lehner can arrange transport insurance at the customer’s request and expense to the level required by the customer.
4.4 If “delivery free domicile” is agreed, this means that the delivery will be made without unloading and under the assumption that an approach road / yard will be accessible to a heavy truck trailer. If the delivery vehicle leaves the accessible approach road / yard at the customer’s instructions, the customer will be liable for any damages.
5. Prices, Payment terms
5.1 Prices apply, subject to a different contractual arrangement by the parties, “ex works” and are given exclusive of the applicable statutory value added tax.
5.2 Transport, shipping, loading, packaging and freight costs are not included in the prices (item 4 of these GTCs) and will be charged separately unless agreed otherwise in the contract between the parties.
5.3 In the case of deliveries within the European Union, the customer must prove his exemption from value added tax by providing his VAT ID number before the contractually agreed delivery deadline. In case of omission of a timely and complete notification, Lehner shall be entitled to charge the applicable value added tax.
5.4 In the case of deliveries outside the EU, Lehner shall be entitled to charge the legally applicable VAT if the customer does not provide proof of export within one month of the consignment being shipped.
5.5 The contractual price shall be due upon invoicing and within seven days without deduction provided the agreement between the parties does expressly provide for another arrangement. Following expiry of the deadline specified in clause 1, the customer shall be in default of payment without any entitlement to payment reminders.
5.6. The customer shall provide Lehner with a direct debit authorisation to carry out payments via SEPA direct debit and undertakes to take all necessary steps to cooperate to this end.
5.7 The customer shall be entitled to rights of offset or retention only provided the claim is legally established as absolute or uncontested.
5.8 Claims against Lehner may not be assigned unless the parties expressly agree to the contrary in writing.
5.9 Upon payment by cheque, the arrival of the check at Lehner’s premises shall not be deemed as payment, but rather its irrevocable encashment.
6. Contractual obligations of the customer
6.1 The customer is required to provide Lehner with the information and data that Lehner needs to fulfil its contractually owed services in a timely and complete manner.
6.2 Any delivery periods shall commence prior to the complete fulfilment of the requirements stated in item 6.1.
7. Defect liability for used goods
Liability for used goods applies only upon exclusion of liability for defects.
8. Defect liability for new goods
8.1 Defect claims by the customer require that the customer properly meet its inspection and notification obligations as per § 377 HGB.
8.2 For the rest, the statutory defect claims of the customer apply to newly manufactured goods unless otherwise specified below.
8.3 If the goods are defective, Lehner can chose whether subsequent performance is carried out by correcting the defect (rectification) or by supplying a defect-free item (substitute delivery). In the event of reworking, the “Reworking conditions” set out in item 10 of these GTCs shall apply separately.
8.4 For the purposes of testing and subsequent fulfilment, we shall bear any costs, in particular transport, travel, labour and material costs, if the customer’s notification of defects is justified. If the customer’s notification of defects is found to be unjustified, we are entitled to reclaim any costs incurred.
8.5 The customer may not assert any defect claims if the goods only negligibly differ from the agreed characteristics or only present a negligible impairment of usability.
8.6 Defect claims are excluded in case of natural wear of the goods or in case of damage arising from improper handling, excessive use, unsuitable equipment or due to specific external influences which are not required according to the agreement or for which Lehner is not responsible (e.g. repair services by third parties). This exclusion applies in particular if the customer makes any modifications to cables or connectors without Lehner’s authorisation.
8.7 Defect claims are excluded if the customer or a third party from the customer’s sphere of responsibility opens or modifies engines, thus rendering an inspection of the cause of defect by Lehner difficult or impossible. 8. Claims by the customer for compensation for damages or needless expenditures only exist as defined in § 8 and are otherwise barred.
9.1 Lehner is only liable, even in case of breach of obligations during the contract negotiations, regardless of the legal grounds, in particular to the damage not arising in the subject of the agreement itself, in case of premeditation, culpable breach of material contractual obligations, gross negligence or by bodies or managerial employees, culpable injury to life, body or health, fraudulent concealment of defects, warranties of freedom from defects, and defects for which they are liable as per the Product Liability Act.
9.2 In case of material contractual obligations, Lehner is also liable for gross negligence committed by non-managerial employees as well in case of minor negligence. In the event of minor negligence, liability is restricted to damages that are sensibly foreseeable and typical for this type of contract.
9.3 Material contractual obligations as per items 9.1 and 9.2 exist if the exemption from liability refers to an obligation without the fulfilment of which the performance of the agreement is not even possible and on the compliance with which the customer may routinely rely.
9.4 Further liability, regardless of grounds, is excluded.
10. Conditions of rectification
10.1 The following provisions apply in order to ensure seamless rectification by Lehner in case of a defect arising during the warranty period.
10.2 With the exception of the cases of items 8.6 and 8.7, liability by Lehner is excluded for defects due to improper use, non-compliance with service specifications and regulations or modifications to the goods without Lehner’s approval. Normal wear and tear does not constitute a defect.
10.3 In the event of a defect, the customer is obliged to notify Lehner of the nature and extent of the defect in written form (“defect notification”). Lehner will then decide whether it will repair the defect or whether the customer can have the defect repaired a) by himself at his own request or b) by a certified workshop nominated by Lehner, the costs of which will be borne by Lehner (“approval for repair”).
10.4 Any rectification by the customer without approval for repair is prohibited. The cost of such shall not be reimbursed except in cases provided for by law.
10.5 Improvement and notification of defect require that the goods can be clearly identified, including by mentioning the serial number and, if possible, the year of manufacture.
10.6 After receiving the notification of defect, Lehner will immediately, no later than by a reasonable deadline in line with the law, make a decision as per item 10.3 and communicate it to the customer.
10.7 If the customer repairs the defect, “Lehner original spare parts” must be used that are provided either by Lehner or by a dealer. If it becomes apparent that the defect is due to a component that is not an original spare part, Lehner shall hence be absolved of liability.
10.8 If the customer or a third-party workshop repairs the defect, the hourly invoicing rates of the customer or workshop shall apply; however, these shall not exceed Euro 42.00 plus VAT at the legal prevailing rate. The customer or the workshop are obligated to comply with the usual time frames for the duration of the required rectification.
10.9 The customer is required to return the defective goods or defective parts of the goods at its expense to Lehner unless the parties agree otherwise.
11. Limitation period
11.1 Contrary to § 438 Para. 1 (3) of the German Civil Code, the limitation period for claims relating to material or title defects shall be one year from the date of handover or the customer’s default of acceptance, unless the parties have contractually agreed a longer term. If acceptance is agreed, the limitation period commences with acceptance.
11.2 The existing limitation period also applies to contractual and extra-contractual claims for damages by the customer in relation to a defect of the goods, unless the application of the statutory limitation period set out in §§ 195 and 199 of the German Civil Code leads in individual cases to a shorter limitation period.
11.3 The limitation periods set out in product liability legislation remain unaffected.
12. Retention of title and agricultural trade
12.1 Until full payment of all current and future receivables from the agreement and any ongoing commercial relationship (“secured receivables) is received, Lehner reserves the goods as its property.
12.2 The goods subject to retention of title may not be pawned to third parties or used as collateral until complete payment of the secured receivables has been made.
12.3 In case of third-party interventions concerning the goods, in particular in case of seizure, the customer must immediately notified Lehner and enable the latter to lodge a third-party objection.
12.4 In the event of the customer’s behaviour being contrary to the agreement and, in particular, non-payment of the due purchase price, Lehner shall be entitled to withdraw from the contract in accordance with legal regulations and/or demand the return of the goods under the terms of retention of title.
12.5 Any demand for the return of goods shall not be deemed to constitute a simultaneous declaration of withdrawal. Any such withdrawal on the part of Lehner must be declared expressly and in writing.
12.6 If the customer fails to pay the due purchase price, Lehner may only assert the rights set out in Points 12.4 and 12.5 if an appropriate payment deadline has first been set without success or any such setting of a payment deadline is unnecessary in accordance with legal regulations.
12.7 The customer is obliged to treat the goods with care during the period of title retention. The customer must provide proof of insurance to Lehner at all times upon demand.
12.8 The customer shall be entitled to resell and/or process the goods subject to title retention as part of a normal business transaction. As of now, the customer hereby assigns to Lehner all receivables from resale in the amount of the total invoice (including VAT).
12.9 The customer is entitled to collect the assigned receivable (item 12.8) on its own behalf. The right of Lehner to collection remains unaffected. Lehner is obliged not to collect the claim itself, provided the customer meets his payment obligations from the collected revenues, does not default on payment or make any application to initiate insolvency proceedings.
12.10 The retention of title extends to any products arising from the processing, mixing or combination of the subject of the agreement at its full value. In case of processing, mixing or linking with linking with third-party goods, property rights exist, Lehner shall acquire co-ownership in proportion to the invoice values of the processed, mixed or linked goods. Moreover, the same applies to the resulting product as to the goods supplied under retention of title.
12.11 If the realisable value of the securities exceed the receivables of Lehner by more than 10%, securities of Lehner’s choice will be released at the customer’s request.
12.12 As long as Lehner retains ownership in the goods, the latter must be suitably protected from customary risks. The customer hereby assigns any receivables arising, in particular against the insurance company, to Lehner to secure its claims up to the amount of its receivables.
12.13 If the agreement between the parties is subject to “agricultural trade”, the customer is notified that Lehner is entitled to 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 dated 19/01/1949. The buyer of pesticides and fertilisers contractually cedes to Lehner a lien on the treated fruits.
13. Electronic data processing
The buyer agrees that Lehner may electronically collect and process the personal data transmitted by the former insofar as this is necessary to implement the contract and permitted under the data protection regulations.
14. Final provisions
14.1 The place of fulfilment is the place in which Lehner fulfils its contracted services.
14.2 If the customer is a merchant as defined in the German Commercial Code, the sole place of jurisdiction for all disputes arising from the agreement shall be the court responsible for Ulm. Lehner shall be entitled to also sue the customer in its general place of jurisdiction.
14.3 If any clause in the agreement or GTCs should be or become ineffective, this does not affect the effectiveness of the rest of the agreement or GTCs. In this case, any such regulation shall be deemed agreed that is closest to that intended by the contracting parties.
14.4 German material law shall apply without regard for the CISG and conflicts of law.
Lehner Agrar GmbH, last updated: December 2013