Terms and conditions

§ 1 General Provisions, Area of Application

(1) All deliveries, services and offers provided by AGRIPARTS Wedemark GmbH (hereinafter referred to as the “Seller”) made via the Seller’s website www.agriparts.eu, by telephone or by email shall be governed exclusively by these General Terms and Conditions. These form an integral part of all contracts that the Seller concludes with its contractual partners (hereinafter referred to as the “Client”) with regard to the goods or services they offers. They shall also apply to all future deliveries, services or offers to the Client, even if they are not agreed separately again.

(2) The terms and conditions of the Client or any third party shall not apply, even if the Seller does not specifically object to their validity in individual cases.

(3) These Terms and Conditions apply exclusively to businesses acting in the course of their commercial or self-employed professional activities, legal entities governed by public law, or special funds governed by public law. Contracts with consumers shall not be entered into.

(4) The Seller shall provide the Client with these General Terms and Conditions in the language used for the negotiations. In cases of doubt, the German version shall take precedence.

(5) The Seller’s business focuses on the development, production and sale of cast products made of steel, cast iron and aluminium, in particular wear parts, spare parts and components for agricultural machinery, municipal machinery, wine-making equipment and other industries, as well as on bespoke, custom-made products. The Client is familiar with the industry and with the classic characteristics of the products, in particular the wear and tear to which the goods supplied are subject.

§ 2 Conclusion of the Contract, Ordering Channels

(1) The descriptions of the goods on the website, as well as in catalogues, leaflets and other media, do not constitute binding offers, but instead invitations to the Client to submit a binding offer. Enquiries submitted via the request form on www.agriparts.eu do not constitute orders.

(2) Goods can be ordered through the following channels:

a) Order by email: The Client may place orders by email to the email address provided by the Seller for this purpose (info[at]agriparts.eu or to an address specified by the Seller on a case-by-case basis). An order sent by email is deemed to be a binding offer upon receipt by the Seller. The order must contain all the details required for the performance of the contract, in particular the item number and/or unique product description, quantity, delivery address and, where applicable, the preferred delivery date. Orders received from the email address communicated by the Client to the Seller, or from any email address attributable to the Client, shall be attributed to the Client. The Client must ensure that only persons authorised to act on their behalf place orders in their name.

b) Order by telephone: The Client may also place orders by telephone using the number provided by the Seller (+49 (0)5130 60 72 24 or an extension number provided on a case-by-case basis). An order placed by telephone shall be deemed to be a binding offer by the Client at the time of the telephone call. To avoid transmission errors, the Seller shall subsequently send the order taken over the telephone to the Client in writing (specifically by email) for confirmation. The Client is obliged to check the contents of the confirmation without delay and to notify the Seller in writing of any discrepancies within one week of receipt; Section 2(4) and the principles governing commercial letters of confirmation shall apply mutatis mutandis. Any ancillary agreements, undertakings or guarantees made by telephone must be confirmed in writing by the Seller in order to be valid.

(3) The Client is obliged to protect the contact details (email address, telephone number) communicated to the Seller against unauthorised access by third parties, and to ensure that they are only made available to authorised persons. Orders placed through the Client’s communicated communication channels shall be deemed to have been placed by the Client, unless the Client can prove that the order was not initiated by them or by a third party for whom they are responsible. If misuse is suspected, the Client must inform the Seller immediately.

(4) Notwithstanding any prior acknowledgement of receipt, the offer shall only be deemed to have been accepted once the Seller has expressly declared their acceptance to the Client – whether by email or in any other written form – or has dispatched the goods.

(5) Once the offer has been accepted, the Seller shall issue the Client with an order confirmation. This sets out the full and binding terms of the agreed contract.

(6) The order, acknowledgement of receipt, order confirmation and all other correspondence shall be recorded electronically by the Seller in accordance with statutory data protection requirements.

(7) Information provided by the Seller regarding the subject matter of the delivery or service, along with any depictions thereof, are only approximate, unless suitability for the purpose specified in the contract requires precise conformity. They are not guaranteed characteristics. Commercially acceptable variations and the replacement of components with equivalent parts are permitted.

(8) The Seller reserves the intellectual property rights to all offers and quotations submitted by them, as well as to any drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents made available to the Client.

§ 3 Price and Payment

(1) The prices apply to the scope of services and scope of delivery specified in the order confirmations. Additional or special services will be charged separately. Prices are quoted in Euros ex works, excluding packaging, statutory VAT and, for export deliveries, customs duties, fees and other public charges.

(2) Payment shall be made, at the Seller’s discretion, by prepayment, invoice or SEPA direct debit. The Seller reserves the right to refuse certain payment methods, in particular purchase on account, without providing reasons, or to make such payment methods subject to a favourable credit check.

(3) In cases in which the parties assume, in a specific case, that the transaction is exempt from VAT or that liability for VAT has been reversed, and it subsequently transpires – for example, following a tax audit – that the Seller is liable for VAT, the Seller shall be entitled to claim the VAT from the Client by issuing an invoice that shows the VAT separately.

(4) Where the agreed prices are based on the Seller’s list prices and delivery is not due to take place until more than four months following the conclusion of the contract, the Seller’s list prices valid at the time of delivery shall apply, in each case less any agreed percentage or fixed discount. List prices shall be adjusted only to the extent that the Seller’s cost price, in particular for materials, energy, labour, taxes and other public law levies, has changed since the conclusion of the contract. If the cost items mentioned fall, the Seller is obliged to reduce the list prices accordingly. The Seller shall notify the Client of any price change in writing. If the price increases by over ten per cent compared with the price originally agreed, the Client is entitled to withdraw from the contract by providing written notice within two weeks of receiving the notification.

(5) The costs of packaging and transporting the goods shall be borne by the Client. These are calculated separately.

(6) For orders with a total value of up to EUR 25.00, the Seller shall charge a small-quantity surcharge of EUR 5.00.

(7) Invoices are payable in full within thirty days of the invoice date. The date of payment shall be determined by the date on which the payment is received by the Seller. If the Client fails to make payment by the due date, they shall be in default without the need for a further reminder. Interest at the statutory rate for late payment shall be charged on outstanding amounts from the due date. The right to claim higher interest, a fixed late payment charge and any further damages arising from late payment shall be reserved.

(8) If the purchase price is paid within 10 days of the invoice date, the Seller shall grant the Client a flat-rate discount of 2 per cent on the invoice amount, excluding freight and delivery charges.

(9) Set-off against counterclaims by the Client or the withholding of payments on the basis of such claims shall only be permitted insofar as the counterclaims are undisputed, have been legally established or are ready for a decision, or arise from the same contractual relationship.

(10) The Client shall only exercise a right of retention if their counterclaim arises from the same contractual relationship.

(11) If, following the conclusion of the contract, the Seller becomes aware of circumstances that are likely to significantly impair the Client’s creditworthiness and which jeopardise the payment of the Seller’s outstanding claims arising from the relevant contractual relationship, including those arising from other individual orders covered by the same framework agreement, the Seller shall be entitled to carry out any outstanding deliveries or services only against advance payment or the provision of security. The goods ordered will be dispatched once payment has been received in full. If the Client fails to comply with such a request within a reasonable period, the Seller shall be entitled to withdraw from the contract.

(12) The Client shall not be entitled to assign claims against the Seller to third parties without the Seller’s consent in writing. The statutory provisions governing the validity of assignments in commercial transactions between the parties remain unaffected.

§ 4 Delivery, Delivery Time

(1) Delivery is ex works Wedemark-Scherenbostel at the Client’s expense and risk, unless an alternative delivery clause has been expressly agreed.

(2) Any timeframes and dates for deliveries and services indicated by the Seller shall always be approximate, unless a fixed timeframe or date has been expressly promised or agreed. This requires a separate agreement in writing between the Client and the Seller. Where delivery by courier has been agreed, delivery periods and delivery dates shall be calculated from the time of handover to the courier, carrier or any other third party commissioned to carry out the transport.

(3) The particularly fast availability advertised by the Seller on their website, due to a large stock, does not constitute a binding delivery commitment in individual cases. Binding delivery dates must be expressly agreed in writing.

(4) Without prejudice to their rights arising from the Client’s default, the Seller may require the Client to extend delivery and performance deadlines, or to postpone delivery and performance dates, by the period during which the Client fails to fulfil their contractual obligations towards the Seller.

(5) The Seller shall not be liable for any failure to deliver or for delays in delivery insofar as these are caused by force majeure or other events that could not have been foreseen at the time the contract was concluded, such as operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, labour shortages, energy or raw materials shortages, difficulties in obtaining the necessary official authorisations, official measures, pandemics, epidemics, cyber attacks or the failure of suppliers to deliver, or to deliver correctly or on time, for which the Seller is not responsible. Where such events make it significantly more difficult or impossible for the Seller to carry out the delivery or to provide the service, and the hindrance is not merely temporary, the Seller shall be entitled to withdraw from the contract. In the event of temporary obstacles, delivery or performance deadlines shall be extended, or delivery or performance dates shall be postponed, by the duration of the hindrance in addition to a reasonable start-up period. Where, as a result of the delay, the Client cannot reasonably be expected to accept the delivery or service, they may withdraw from the contract by giving the Seller immediate notice in writing.

(6) The Seller shall be entitled to make partial deliveries provided that the partial delivery is suitable for the Client’s use within the scope of the contractual purpose, the delivery of the remaining goods ordered is guaranteed, and this does not result in any significant additional effort or costs for the Client, unless the Seller agrees to bear these costs.

(7) If the Seller is in default with a delivery or service, or if it becomes impossible for the Seller to make a delivery or provide a service, for whatever reason, the Seller’s liability for damages shall be limited in accordance with clause 10 of these General Terms and Conditions.

§ 5 Place of performance, dispatch, packaging, transfer of risk

(1) The place of performance for all obligations arising from the contractual relationship shall be the Seller’s registered office.

(2) The method of dispatch and the packaging shall be at the Seller’s discretion, subject to due care.

(3) The risk shall pass to the Client upon handover of the goods to the forwarding agent, carrier or any other third party designated to carry out the shipment, with the start of the loading process being the decisive point in time. This also applies where partial deliveries are made or where the Seller has undertaken to provide other services, such as dispatch or installation. If dispatch or handover is delayed due to circumstances attributable to the Client, the risk shall pass to the Client from the date on which the goods are ready for dispatch and the Seller has notified the Client accordingly.

(4) Storage costs following the transfer of risk shall be borne by the Client. Where storage is arranged by the Seller, the storage costs shall amount to 0.25 per cent of the invoice value of the goods to be stored for each week or part thereof. The Client reserves the right to prove that the Seller incurred no storage costs, or that the costs were lower. The Seller reserves the right to claim higher storage costs.

(5) The consignment will only be insured by the Seller against theft, breakage, damage in transit, fire damage, water damage or other insurable risks at the express request of the Client and at the Client’s expense.

§ 5a Return of Packaging

(1) The commercial buyer shall bear the costs of disposing of the packaging in accordance with Section 39(1), first sentence, of the German Packaging Act (VerpackDG)

(2) Pursuant to Section 39(1), fifth sentence, of the German Packaging Act (VerpackDG), the parties agree that, by way of derogation from Section 39(1), first sentence, of the German Packaging Act, the return point shall be the seller’s business premises, AGRIPARTS Wedemark GmbH, Im Winkel 5, D-30900 Wedemark. Where the commercial buyer requires the seller to return the packaging and the seller is obliged to do so under Section 39 of the German Packaging Act (VerpackDG), the commercial buyer is obliged to bear the costs of returning the packaging to the aforementioned return point. The return point serves to consolidate the quantities returned and thus ensure high-quality recycling.

(3) The commercial buyer is responsible for ensuring compliance with the regulations applicable to transport, such as those relating to the carriage of dangerous goods.

(4) This provision does not apply to consumers within the meaning of Article 3(1)(22) of Regulation (EU) 2025/40.

(5) The seller hereby draws the buyer’s attention to the option of returning used, completely empty packaging in accordance with paragraph 2, and to the purpose of this, namely to ensure that it is reused or recycled to a high standard.

(6) Packaging subject to a separate deposit or exchange agreement, in particular pallets and pallet frames, shall be handled exclusively in accordance with this agreement.

§ 5b Direct delivery and transfer of obligations under packaging legislation

(1) This provision shall apply where the Seller, at the request of the Commercial Customer, dispatches goods directly to the Commercial Customer’s customer or to any other recipient designated by the Commercial Customer (direct delivery). The Commercial Customer shall remain the Seller’s sole contractual partner. No contractual relationship shall arise between the Seller and the Commercial Customer’s customer or any other recipient. For the purposes of these Terms and Conditions, “customer” shall mean any distributor or end user to whom the Commercial Customer makes the goods available. For the purposes of these Terms and Conditions, “packaging” shall mean all sales packaging, grouped packaging, transport packaging and e-commerce packaging used by the Seller for direct delivery, including pallets and load carriers as well as filling, cushioning and protective materials. For the purposes of these Terms and Conditions, “packaging legislation” shall mean Regulation (EU) 2025/40 on packaging and packaging waste and the applicable German packaging legislation, in each case as amended from time to time. Separate return or deposit schemes applicable to reusable packaging, or specific agreements relating to such packaging, shall take precedence.

(2) Upon delivery, the Commercial Customer shall take possession of the packaging and, from that point onwards, shall assume, as between the Commercial Customer and the Seller, the obligations provided for under packaging legislation for the period following the handover of the packaging. These obligations shall include, in particular:

• the take-back and separate collection of used packaging;
• informing end users about the options for returning and collecting packaging and the purpose thereof;
• the reuse, recycling or recovery of packaging; and
• the documentation of packaging and packaging waste that has been taken back and recovered.

For the purposes of this provision, delivery shall mean the handover of the goods to the Commercial Customer, to the Commercial Customer’s customer or to any other recipient designated by the Commercial Customer. This transfer of obligations shall apply irrespective of whether the Commercial Customer passes the packaging on to its customers in its original condition, replaces it, adds to it, repackages the goods or disposes of the packaging itself as waste. The Commercial Customer shall be sole manufacturer of any packaging added by the Commercial Customer itself. Obligations that packaging legislation assigns personally to the Seller as manufacturer and that may not be transferred — in particular, registration in the relevant manufacturers’ register, the submission of data reports, participation in a producer responsibility system, authorization as a manufacturer or membership of a producer responsibility system, as well as compliance with requirements relating to the design and labelling of packaging — shall remain the responsibility of the Seller. The Commercial Customer shall provide the Seller with the information necessary for the fulfilment of such obligations upon request.

(3) The Commercial Customer shall take back from its customers used and completely empty packaging arising from direct deliveries and shall inform its customers clearly and appropriately about the options for returning such packaging and the purpose thereof. For the purposes of these Terms and Conditions, a “consumer” shall mean any natural person acting for purposes outside that person’s commercial, business, craft or professional activity. In the case of customers who are not consumers, the Commercial Customer may agree on an alternative return location and a different allocation of costs. In relation to consumers, the Commercial Customer shall take back the packaging free of charge at the place of actual handover or in its immediate vicinity. The Commercial Customer may also fulfil this obligation by arranging collection or by providing the consumer with a free return option. No agreement deviating from these requirements may be concluded with consumers. The Commercial Customer shall be responsible for determining whether a customer qualifies as a consumer. The Commercial Customer shall not be required to notify the Seller of this determination. The Commercial Customer may engage reliable third parties to fulfil these obligations.

(4) To the extent that the Seller is itself subject to obligations towards customers or recipients relating to take-back, information, recycling, recovery or documentation, the Seller shall instruct the Commercial Customer to fulfil such obligations on the Seller’s behalf. The Commercial Customer accepts such instruction and shall have, and maintain throughout the duration of the business relationship, the reliability required for this purpose. Upon request, the Commercial Customer shall provide the Seller with written evidence of the fulfilment of such obligations on a durable medium.

(5) The Commercial Customer shall, at its own expense, ensure the reuse, recycling or recovery of packaging taken back by it in accordance with packaging legislation. Such packaging shall not be returned to the Seller. As between the Seller and the Commercial Customer, the return location shall be the Commercial Customer’s business premises. The Commercial Customer shall bear the costs of collection, transport and recycling or recovery. This provision shall constitute an agreement between the manufacturer and the subsequent distributor concerning the return location and the allocation of costs, to the extent permitted by packaging legislation.

(6) If a customer or recipient contacts the Seller directly regarding the take-back of packaging, the Seller shall refer the customer or recipient to the Commercial Customer and shall inform the Commercial Customer without undue delay. The Commercial Customer shall arrange for the take-back without undue delay. If the Seller is nevertheless legally required to carry out the take-back, the Commercial Customer shall bear all costs incurred by the Seller as a result, in particular costs of transport, recovery and administration. This shall apply irrespective of whether the customer or recipient is a consumer.

(7) As between the parties, the Commercial Customer shall be solely responsible for informing its customers and end users. The Commercial Customer shall incorporate the relevant information into its own commercial documentation. The Seller may, but shall not be obliged to, include with direct deliveries a notice provided by the Commercial Customer and standardized for all recipients.

(8) The Commercial Customer shall, under its own responsibility, maintain the documentation required under packaging legislation concerning packaging and packaging waste arising from direct deliveries that it has taken back and recovered. Such documentation shall be maintained by type of packaging material and by mass. The Commercial Customer shall retain such documentation for the period prescribed by law and, in any event, for at least six years following the end of the relevant calendar year. If the Seller requires information contained in such documentation for the purpose of demonstrating its own compliance, fulfilling obligations that remain with it under paragraph (2), or responding to a request from a public authority, the Commercial Customer shall provide such information to the Seller in writing upon request within ten working days. The documentation and retention obligations set out above shall continue to apply irrespective of whether the business relationship continues, until the expiry of the applicable retention period. If the Commercial Customer ceases trading or is otherwise unable to ensure the retention of the documentation, it shall provide the Seller, without prior request, with the documentation relating to retention periods that have not yet expired. The Commercial Customer shall notify the Seller in writing without delay if a customer or recipient refuses to return the packaging to the Commercial Customer and demands that the Seller take it back or if a public authority objects to the take-back, recovery or documentation of packaging arising from direct deliveries.

(9) If the Commercial Customer culpably breaches its obligations under these Terms and Conditions, it shall, upon request, indemnify and hold the Seller harmless against claims by third parties, in particular claims by the Commercial Customer’s customers, arising from such breach, as well as against the necessary expenses incurred by the Seller as a result. This indemnity shall not cover any fines imposed on the Seller.

(10) To the extent that packaging legislation does not permit the transfer of obligations to the Commercial Customer or does not permit an agreement deviating from the statutory requirements, this provision shall constitute an appointment of the Commercial Customer to fulfil the relevant obligations on behalf of the Seller and an agreement between the parties on the allocation of the associated costs. The remaining provisions of these Terms and Conditions shall remain unaffected.

§ 6 Custom-made products

(1) Where the Seller manufactures or commissions the manufacture of wear parts, spare parts or components as custom-made, customer-specific products on the basis of workshop sketches, samples, dimensional specifications, technical drawings or other specifications provided by the Client, the provisions of this Section 6 shall also apply.

(2) The Client is solely responsible for the accuracy, completeness and suitability of the sketches, dimensions, samples and other specifications that they provide. The Seller is not obliged to check these specifications for technical or functional suitability. Advice provided by the Seller does not constitute an assumption of a duty to inspect.

(3) The Client warrants that the manufacture and delivery of the custom-made product in accordance with their specifications will not infringe any third-party intellectual property rights, such as patents, utility models, design rights, trade marks or copyright. The Client shall, upon first request, indemnify the Seller against all claims by third parties brought against the Seller in respect of such an infringement of intellectual property rights, including reasonable legal defence costs.

(4) Once the production order has been placed, custom-made items cannot be cancelled or returned. The Client is obliged to accept and pay for the full quantity ordered.

(5) In the case of custom-made orders, production-related over-quantities or under-quantities of up to 10 per cent of the quantity ordered are permissible and will be invoiced accordingly.

(6) Where tools, moulds or other means of production are manufactured for the production of the custom-made item, these shall remain the property of the Seller, unless the Client has borne the costs in full or in part. If the Client has borne the full cost of the tools, moulds or other means of production, ownership of these items shall pass to the Client upon full payment, unless otherwise agreed in writing. The Seller is entitled to retain possession of the tools, moulds and other means of production required for ongoing production. The Seller is not obliged to store the tools for a period exceeding three years after the final delivery.

(7) The Seller is entitled to require a reasonable deposit prior to the start of production and, upon completion of an initial prototype, to require the Client’s approval of the prototype. If the Client does not refuse to approve the sample within two weeks of being notified that it is ready, or if the Client does not raise any objections within that period, the sample shall be deemed to have been approved. When submitting the draft advertisement, the Seller must expressly draw the Client’s attention to this presumption of approval and its conditions.

§ 7 Return of Goods

(1) If the Client intends to return goods that have been delivered, they must notify the Seller of this in advance in writing, in particular by email to info[at]agriparts.eu. The reasons for return must be specified.

(2) The goods will be returned via a carrier appointed by the Client. If the return is made due to a defect or any other reason for which the Seller is responsible – hereinafter referred to as a ‘justified return’ – the Seller shall bear the costs of the cheapest method of dispatch.

(3) If the reason for the return lies with the Client, the Client shall bear the costs. In this case, the Client shall arrange for the goods to be returned at their own expense and on their own behalf. § Paragraph 7(1) applies mutatis mutandis.

(4) Returns must be made no later than one month after receipt of the goods. Returns of goods that have simply been ordered in error or delivered in accordance with the contract are, as a rule, not permitted once this period has expired. Furthermore, goods that have already been used or damaged may not be returned, unless the Seller is responsible for the return. Custom-made items as defined in Section 6 are generally excluded from return.

(5) If, in the cases referred to in paragraph 3, the Seller exceptionally agrees to accept the return of goods that have been ordered incorrectly or delivered in accordance with the contract, the Seller shall be entitled to charge a flat-rate fee for processing and restocking amounting to 15 per cent of the value of the goods, plus statutory VAT. The Client reserves the right to prove that the Seller incurred no costs, or only significantly lower costs. The Seller reserves the right to claim higher actual costs.

§ 8 Warranty, material defects

(1) The warranty period for all goods and services supplied under these General Terms and Conditions is one year from the date of delivery. The reduction in the warranty period shall not apply to the Client‘s claims for damages arising from injury to life, limb or health; from a breach of duty by the Seller or its vicarious agents committed with intent or through gross negligence; from defects fraudulently concealed; from claims under a guarantee; or from claims under the Product Liability Act. In this regard, the statutory limitation periods apply.

(2) The goods delivered must be carefully inspected immediately upon delivery to the Client or to a third party designated by the Client, in accordance with the statutory commercial obligations to inspect and provide notice of defects. They shall be deemed to have been approved unless the Seller has received a written notice of defects within seven working days of delivery of the goods, relating to obvious defects or other defects that would have been apparent upon immediate and careful inspection. Furthermore, the goods delivered shall be deemed to have been accepted if the notice of defect is not received by the Seller immediately upon discovery of the defect, or at any earlier point in time at which the defect was apparent to the Client during normal use of the goods without the need for detailed inspection.

(3) At the Seller’s request, the item subject to the complaint must be returned to the Seller free of shipping. In the event of a valid complaint regarding a defect, the Seller shall reimburse the costs of the cheapest method of dispatch. This shall not apply where the costs increase because the goods are located at a place other than the place of intended use.

(4) In the event of material defects in the goods delivered, the Seller shall be obliged and entitled, at their discretion to be exercised within a reasonable period, to either repair the goods or supply a replacement. In the event of failure – that is, where rectification or replacement is impossible, unreasonable, refused or unduly delayed – the Client may withdraw from the contract or reduce the purchase price by a reasonable sum. Furthermore, the Client may claim damages only in accordance with clause 10 of these General Terms and Conditions.

(5) Nature of wear and tear on the goods supplied: The Seller mainly supplies wear parts, spare parts and components for agricultural machinery, municipal machinery and wine-making equipment. The Client acknowledges that wear and tear on these parts resulting from normal use is typical of the product and does not constitute a material defect. Warranty claims therefore apply only to defects not due to normal wear and tear or wear and tear resulting from use.

(6) In the event of defects in components from other manufacturers which the Seller is unable to rectify for reasons relating to licensing or factual circumstances, the Seller shall, at their discretion, either assert their warranty claims against the manufacturers and suppliers on behalf of the Client, or assign such claims to the Client. If the Seller asserts the claims on behalf of the Client, they must inform the Client immediately and in full of the progress of the proceedings. Warranty claims against the Seller in respect of such defects shall arise, subject to the other conditions and in accordance with these General Terms and Conditions, if the extrajudicial or judicial enforcement of the aforementioned claims against the manufacturer or supplier has proved unsuccessful or is futile, for example owing to insolvency or a persistent refusal to perform. For the duration of any legal proceedings, the limitation period for the Client’s relevant warranty claims against the Seller shall be suspended.

(7) The warranty shall lapse if the Client alters the goods supplied, or has them altered by third parties, without the Seller’s consent, and this renders rectification of the defects impossible or unreasonably difficult. In any event, the Client shall bear the additional costs incurred as a result of the change in rectifying the defects.

(8) Furthermore, the warranty shall not apply in the event of improper assembly, commissioning, handling, maintenance or storage of the goods by the Client or by third parties; in the event of the use of unsuitable operating materials; in the event of excessive strain; or in the event of use under conditions that do not correspond to the intended purpose specified in the contract.

§ 9 Intellectual property rights

(1) In accordance with this Section 9, the Seller warrants that the goods to be supplied are free from any third-party industrial property rights or copyright. Each party shall notify the other party in writing without delay should any claims be brought against it for infringement of such rights.

(2) In the event that the goods supplied infringe a third party’s industrial property right or copyright, the Seller shall, at their discretion and at their own expense, either modify or replace the goods such that no third-party rights are infringed, whilst ensuring that the goods continue to fulfil the contractually agreed functions, or secure the right of use for the Client by entering into a licence agreement. If they fail to do so within a reasonable period of time, the Client is entitled to withdraw from the contract or to reduce the purchase price by a reasonable sum. Any claims for damages by the Client are subject to the limitations set out in clause 10 of these General Terms and Conditions.

(3) In the event of infringements arising from products supplied by the Seller but manufactured by other manufacturers, the Seller shall, at their discretion, either assert their claims against the manufacturers and suppliers’ suppliers on behalf of the Client or assign such claims to the Client. If the Seller asserts the claims on behalf of the Client, they must inform the Client immediately and in full of the progress of the proceedings. In such cases, claims against the Seller shall arise in accordance with this Section 9 if the out-of-court or judicial enforcement of the aforementioned claims against the manufacturers or suppliers’ suppliers has proved unsuccessful or is futile, for example due to insolvency or a persistent refusal to perform.

(4) The Seller’s obligations under this Section 9 shall not apply insofar as the goods supplied were manufactured in accordance with the Client’s specifications, drawings, models or other descriptions, and the Seller did not know, nor were they required to know in connection with the products they developed, that the custom-made goods infringed any intellectual property rights. In this case, the Client’s obligation to indemnify the Seller under Section 6(3) applies.

§ 10 Liability for damages arising from fault

(1) The Seller’s liability for damages in connection with deliveries and services provided under these General Terms and Conditions, regardless of the legal basis – in particular arising from impossibility of performance, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort – shall, insofar as such liability depends on fault, be limited in accordance with this Section 10.

(2) The Seller shall not be liable in the event of simple negligence on the part of their officers, legal representatives, employees or other vicarious agents, provided that this does not constitute a breach of essential contractual obligations (cardinal obligations). A key element of the contract is the obligation to deliver the goods on time and free of material defects, as well as to fulfil advisory, protective and custodial obligations, which are intended to enable the Client to use the goods in accordance with the contract or to protect the life and limb of the Client’s staff or to protect the Client’s property from significant damage.

(3) Insofar as the Seller is liable for damages on the merits of the case, such liability shall be limited to damages that the Seller foresaw at the time the contract was concluded as a possible consequence of a breach of contract, or that the Seller ought to have foreseen had they exercised the care customary in the trade. Indirect and consequential damages resulting from defects in the goods supplied are, furthermore, only compensable to the extent that such damages are typically to be expected when the goods are used for their intended purpose.

(4) In the event of liability for ordinary negligence, the Seller’s liability for personal injury and damage to property shall be limited to EUR 5,000,000 per claim, and for financial loss to EUR 100,000 per claim, even where this involves a breach of essential contractual obligations. The amounts correspond to the current sum insured under the Seller’s product liability insurance and public liability insurance.

(5) The above exclusions and limitations of liability shall apply to the same extent in favour of the Seller’s organs, legal representatives, employees and other vicarious agents.

(6) Where the Seller provides technical information or acts in an advisory capacity, and such information or advice does not form part of the contractually agreed scope of services owed by the Seller, this shall be provided free of charge and without any liability, unless there has been wilful misconduct or gross negligence on the part of the Seller, its officers, legal representatives or vicarious agents, or there has been an injury to life, limb or health.

(7) The limitations set out in this Section 10 shall not apply to the Seller’s liability arising from wilful misconduct or gross negligence, in respect of guaranteed characteristics, in the event of injury to life, limb or health, or under the Product Liability Act. In such cases, the Seller bears unlimited liability in accordance with the statutory provisions. In particular, the Seller shall be liable without limit for damages resulting from injury to life, limb or health arising from a negligent or intentional breach of duty by the Seller, their legal representatives or vicarious agents.

§ 11 Retention of title

(1) The goods delivered by the Seller to the Client remain the property of the Seller until all secured claims have been paid in full. The goods, along with any goods covered by the retention of title that replace them in accordance with this clause, are hereinafter referred to as ‘goods subject to retention of title’. Secured claims are all present and future claims of the Seller against the client arising from the ongoing business relationship.

(2) The Client shall store the goods subject to retention of title on behalf of the Seller free of charge.

(3) The Client is entitled to process and sell the goods subject to retention of title in the ordinary course of business until such time as the right to realise the value arises. Pledges and transfers of ownership by way of security are not permitted.

(4) In the event that the goods subject to retention of title are processed by the Client, it is agreed that such processing shall be carried out in the name and on behalf of the Seller as the manufacturer, and that the Seller shall immediately acquire, in whole or in part, ownership or co-ownership (as a fractional share) of the newly created item. In the event that the Seller does not acquire such title, the Client hereby assigns their future title or co-ownership of the newly created item to the Seller by way of security.

(5) In the event of the resale of the goods subject to retention of title, the Client hereby assigns to the Seller, by way of security, the resulting claim against the purchaser; where the Seller has co-ownership of the goods subject to retention of title, the assignment shall be proportionate to the Seller’s share of co-ownership. The same applies to any other claims that take the place of the goods subject to retention of title or otherwise arise in connection with such goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The Seller grants the principal revocable authorisation to collect, in their own name, the claims assigned to the Seller. The Seller may only revoke this direct debit authorisation in the event of enforcement proceedings.

(6) If third parties seek to seize the goods subject to retention of title, in particular through attachment, the Client shall immediately draw their attention to the fact that the goods are the property of the Seller and shall inform the Seller thereof, so as to enable the seller to enforce their rights of ownership. If the third party is unable to reimburse the Seller for any judicial or extrajudicial costs incurred in this connection, the Client shall be liable to the Seller for such costs.

(7) Upon request, the Seller shall, at their discretion, release the goods subject to retention of title, as well as any items or claims substituted for them, insofar as their value exceeds the amount of the secured claims by more than 50 per cent.

(8) If the Seller withdraws from the contract due to the Client’s breach of contract, in particular in the event of late payment, the Seller is entitled to demand the return of the goods subject to retention of title.

§ 12 Export controls, ‘No re-export to Russia and Belarus’ clause

(1) The Client shall not sell, export or re-export, either directly or indirectly, any goods supplied under or in connection with this contract that fall within the scope of Article 12g of EU Regulation No 833/2014 and Article 8g of Council Regulation (EC) No 765/2006, neither directly nor indirectly to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus.

(2) The Client shall do their utmost to ensure that the purpose of paragraph 1 is not undermined by third parties in the downstream supply chain, including any resellers.

(3) The Client must establish and maintain an appropriate monitoring mechanism to detect any actions by third parties in the downstream supply chain, including any resellers, which would frustrate the purpose of paragraph 1.

(4) Any breach of paragraphs 1, 2 or 3 shall constitute a material breach of contract, and the Seller shall be entitled to take appropriate measures, including, but not limited to: (I) Termination of this contract and (ii) a contractual penalty, payable in the event of a breach due to fault, amounting to 10 per cent of the value of the relevant order or the price of the exported goods, whichever is the higher. This does not preclude the right to claim further damages. Any forfeited contractual penalty shall be set off against any claim for damages by the Seller.

(5) The Client shall inform the Seller without delay of any problems arising in the application of paragraphs 1, 2 or 3, including any relevant activities by third parties that could frustrate the purpose of paragraph 1. The Client shall provide the Seller with information relating compliance with the obligations set out in paragraphs 1, 2 and 3 within two weeks of receiving a simple request to that effect.

(6) The Customer undertakes to the Seller that, when transferring the Seller’s goods and products to third parties – including the technology and associated documentation – it will comply with the applicable national, European and international export control regulations and sanctions regulations.

§ 13 Data protection

(1) The Seller processes the Client’s personal data and/or that of their employees exclusively in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), as amended.

(2) Details regarding the collection, processing and use of personal data are set out in the Seller’s privacy policy, which is available at www.agriparts.eu.

(3) The Seller shall be entitled, in accordance with the applicable data protection regulations, to store data arising from the contractual relationship and, to the extent necessary for the performance of the contract, to disclose such data to third parties. Where data is transferred to a third country, the Seller shall ensure that the requirements under applicable data protection law are met.

§ 14 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between the Seller and the Client shall be Hanover. However, the Seller is also entitled to bring legal proceedings against the Client at the Client’s general place of jurisdiction. This provision is without prejudice to any mandatory statutory provisions regarding exclusive jurisdiction.

(2) Any additions to or amendments of the agreements entered into, including these General Terms and Conditions, must be made in writing to be valid. Individual contractual agreements between the parties shall always take precedence over these General Terms and Conditions.

(3) Relations between the Seller and the Client shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(4) In the event that any individual provisions of these General Terms and Conditions are or become invalid, in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the relevant statutory provisions.