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There is agreement between LGRain GmbH and the customer (Merchant) that these General Terms and Conditions of Business apply exclusively to all contracts, deliveries and other services . Diverging, conflicting or amending General Terms and Conditions of Business, even if we have knowledge of them, are not a component of the contract, unless we have expressly agreed their applicability.
- Quotations are always without obligation. All the data involved in the quotation are subject to discrepancies customary in the trade, unless they are expressly designated as binding.
- The orders placed are not binding until confirmed in writing by LGRain. If goods are supplied without prior confirmation of order, this shall be replaced by the invoice.
- The scope of delivery shall be determined by the written order confirmation from LGRain GmbH. In particular, collateral agreements and amendments require written confirmation from LGRain GmbH.
- Changes in design and form of the delivery item remain reserved, insofar as the delivery item is not substantially modified and the modifications are reasonable for the customer.
- Dimensions, weights, images and diagrams, and other documents, which form part of the quotations, are only approximately definitive, unless they are designated as binding.
- The contract is concluded subject to correct and timely delivery by our own suppliers. This applies only to the case, in which the failure to deliver is not attributable to LGRain GmbH, in particular in the case of a congruent hedging transactions with the supplier. The customer shall be notified without delay of the non-availability of the service. The consideration shall be immediately reimbursed.
- Unless otherwise agreed, the prices are valid ex LGRain GmbH warehouse or in the case of shipping by the manufacturer, ex works, not including packaging. The prices are net prices, to which the value added tax in force at any given time must be added. Price changes are admissible, if there is a period of more 4 months between conclusion of the contract and the agreed delivery deadline. If wages, material costs or the purchase prices in line with the market increase thereafter until completion, LGRain GmbH is entitled to increase the price to a level commensurate with the cost increases.
- A cash discount deduction is possible only if expressly agreed in writing, payment is made in full and the discount deadlines are complied with. Receipt of the invoiced amount on the LGRain GmbH bank account is definitive for the cash discount deduction. Cash discount deductions apply only to the case, in which the customer is not in arrears with payment for other supplies.
- Payments may be made to LGRain GmbH employees, only if these employees produce a power to collect.
- The merchant undertakes to pay the purchase price within 14 calendar days from receipt of invoice. When this period has expired, the merchant is in default of payment.
- The retention of payments, the objection of the right to withhold performance or the offsetting against claims and liabilities of the merchant, which are disputed by LGRain GmbH or not recognised by declaratory judgement (res judicata), is excluded.
- Delivery periods and deadlines are deemed to be binding, if LGRain GmbH has expressly confirmed these in the order confirmation.
- The delivery period is complied with, if the delivery item has left the warehouse of LGRain GmbH or the manufacturer's works or the readiness for despatch has been notified to the merchant by the end of this period.
- In the event of industrial action and the entry of unforeseeable obstacles, which are beyond the control of LGRain GmbH, or in the case of obstacles, for which the manufacturer's works are responsible, the delivery period is extended to a commensurate period. This also applies if the obstacles have arisen during a delay, which has already been incurred.
- If despatch is delayed as a consequence of circumstances, which are attributable to the merchant, LGRain GmbH is entitled, having granted a period of grace, which has expired without result, to dispose of the delivery item elsewhere and to deliver to the merchant with a commensurate extension of the delivery period; the statutory rights of LGRain GmbH remain unaffected.
- The risk passes to the merchant on handover of the delivery item to the shipper, freight forwarder or collector or when transported by a means of transport from LGRain GmbH, at the latest however, when the goods leave the warehouse of LGRain GmbH or the manufacturer's works. At the option of the merchant and at his costs, the goods transported shall be insured by LGRain GmbH against breakage, transport, fire and water damage;
- If despatch is delayed as a consequence of circumstances beyond the control of LGRain GmbH, the risk passes to the merchant on the date of readiness for despatch. At the request of the merchant LGRain GmbH is obliges to insure the delivery item against damage. The costs shall be charged to the merchant.
- Delivery of delivered objects must be accepted by the merchant, even if they show insignificant defects, irrespective of his rights against LGRain GmbH.
- Part deliveries are admissible.
- LGRain GmbH reserves the title in all delivery items until payment in full of all the amounts outstanding and owed to it arising from the business relationship with the merchant. In the case of a running account all the reserved property serves as security for the balance claim. If the estimated value of the reserved property serving as security for LGRain GmbH exceeds the claims on the merchant, which are not yet settled, by more than 50%, on the request of the merchant LGRain GmbH is obliged to release securities of his choice.
- The merchant may neither pledge the delivery item nor assign it as security. In the case of pledging, as well as distraint or other disposal by third parties, the merchant must notify LGRain GmbH thereof without delay.
- In the case of conduct by the merchant contrary to the contract, in particular in the case of default of payment, LGRain GmbH is entitled, having sent a demand for payment, to the return of the property and the merchant is obliged to surrender it.
- If the merchant is an agricultural tenant, and a credit agreement subject to inventory distraint exists or has been concluded the tenant shall also undertake to secure the property rights of LGRain GmbH in goods not yet paid for in full with the credit institute.
- If the merchant is a retailer the retention of title in accordance with Section VI (1) similarly applies. However, the merchant is entitled to sell the goods to a third party in the ordinary course of business. However as of the present date he assigns to LGRain GmbH all claims and rights, which accrue to him from the further sale, in the amount of the sums invoiced by LGRain GmbH including value added tax, plus a security supplement of 10%, respective of how the delivery items have been sold on. LGRain GmbH accepts the assignment. Subsequent to the assignment the merchant is authorised to collect the claim. The capacity of LGRain GmbH itself to collect the claims remains thereby unaffected; however LGRain GmbH undertakes not to collect the claim, as long as the customer complies in due form with his payment obligations and is not in default of payment.
- Insofar as a vehicle registration certificate or operating licence is issued for the delivery item, during the term of the retention of title LGRain GmbH has sole right of possession in the vehicle registration certificate or operating licence.
- At the merchant's costs LGRain GmbH is entitled to ensure the delivery item against fire, water, theft and other damage, unless the merchant himself has concluded an insurance policy.
- If the purchase is a trading operation for both parties, the merchant must inspect the goods received without delay on arrival for type, quantity, properties and condition and warranted features. Complaint about obvious defects must be made by written notification to LGRain GmbH without delay at the latest within 14 days.
- All the parts of the delivery, in which a defect as to quality caused by a circumstance in existence prior to the passing of the risk becomes apparent within 12 months from delivery, must be repaired or new parts must be delivered by LGRain GmbH at its reasonable discretion. The identification of such defects must be reported to LGRain GmbH in writing without delay, at the latest within 14 days. Irrespective of the legal grounds, claims for defects as to quality become subject to the statute of limitations in 12 months. This does not apply, if the defects are in a structure or in objects for a structure and this has caused the defect as to quality. By way of derogation from the Clause 1 the statutory periods similarly apply in the case of claims under the Product Liability Act and in the case of culpably intentional or fraudulent conduct. Replaced parts become the property of the vendor.
- With respect to properties and condition only the manufacturer's product specification is deemed to have been agreed. Public statements, promotions or advertising by the manufacturer also represent no indication of quality as stipulated in the contract.
- If the customer receives a defective assembly instructions manual, LGRain GmbH is obliged only to supply a defect-free assembly instructions manual.
- No liability is accepted for damages caused by natural wear and tear. Furthermore, no warranty is given for damage, which has occurred for the following reasons:
(a) improper or inappropriate use,
(b) defective assembly or commissioning by the merchant or a third party,
(c) in the case of incorrect or careless handling of the delivery item, in particular with respect to the current operating instructions,
(d) in the case of excessive strain and
(e) in the case of the use of unsuitable operating materials and substitute materials.
- In the case of justified warranty claims LGRain GmbH shall bear those of the costs for the emplacement item arising directly from the repair or substitute delivery, including shipping, together with reasonable costs for disassembly and installation. Otherwise the costs are borne by the merchant. The duty of LGRain GmbH to bear costs does not apply to the additional expenditure, which arises because the object purchased has been removed subsequent to delivery to a location other than the commercial place of business of the merchant, unless the relocation is consistent with the intended use of the object as agreed under the contract.
- Further claims by the merchant, in particular a claim to compensation for damage, which has not been incurred directly on the delivery item itself, exist only in the case of gross negligence or in the case of injury to life, limb or health. In the case of culpable breach of material contractual duties, insofar as the attainment of the purpose of the contract is jeopardised, with respect to foreseeable damage, typical of the contract, in the cases, in which, where there are defects in the delivery item, liability is accepted under the Product Liability Act for personal injury or damage to privately used items of property, in the case of defects in features, which are expressly warranted, if the purpose of the warranty is to safeguard the merchant against defects, which have been fraudulently concealed or the absence of which the vendor has guaranteed. Otherwise liability is excluded.
- The merchant may withdraw from the contract, if the entire service of passing the risk becomes impossible for LGRain GmbH subsequent to the passing of the risk. The same shall apply to inability to perform on the part of LGRain GmbH. The merchant may also withdraw from the contract, if in an order for goods of the same type the performance of part of the delivery as regards number becomes impossible and he has a legitimate interest in rejecting a part-consignment. If this is not the case, the merchant is entitled to reduce the consideration.
- If failure to meet an obligation within the meaning of Section VI of the Terms and Conditions of Sale and Delivery exists and the merchant grants LGRain GmbH a reasonable period of grace with warning of withdrawal and if the period of grace is not complied with, the merchant is entitled to withdrawal.
- If the impossibility arises during the delay in acceptance or due to the default of the merchant, the latter remains bound to pay the consideration.
- Furthermore, the merchant has a right to withdrawal, if LGRain GmbH allows a reasonable period of grace granted to it with warning of withdrawal for the removal or repair of a defect attributable to it within the meaning of the Terms and Conditions of Delivery to lapse without result by its fault. The merchant's right to withdrawal also exists in other cases, where LGRain GmbH fails to repair or make replacement delivery.
- Further claims to compensation for damage of any kind whatsoever and namely also that damage, which has not occurred to the delivery item, exist only in the case of gross negligence; in the case of injury to life, limb or health; in the case of culpable breach of material contractual duties, insofar as the attainment of the purpose of the contract is jeopardised, with respect to the foreseeable damage, typical of the contract; in the cases, in which liability is accepted under the Product Liability Act in the case of defects in the delivery item, for personal injury or damage to privately used property, in defaults in expressly warranted features, if the warranty has the purpose of safeguarding the merchant against damage which have not occurred to the delivery item itself; in the case of defects, which have been fraudulently concealed or the absence of which LGRain GmbH has guaranteed. Otherwise further claims, in particular for termination, reduction in price or compensation in damages are excluded.
The merchant agrees that LGRain GmbH shall store, process or use the personal data collected (name, address, date of birth), the type of goods delivered and services supplied, together with the data voluntarily provided by the merchant, insofar as this is necessary for responding to the merchant's enquiries, for the process contracts concluded with the merchant or for the Management of LGRain GmbH and agrees in addition to the forwarding of the data to third parties or other transfer, if this is necessary for the purposes of processing the contract, in particular transfer of order data to suppliers or for accounting purposes, or which the merchant has previously authorised. The merchant has the right at any time with effect for the future to withdraw the consent granted. The stored personal data (name, address, date of birth), the type of goods delivered and services supplied, together with the data voluntarily provided by the merchant is erased without delay, if the merchant withdraws his consent to the storage and otherwise, if the information from these data is no longer required or if storage is inadmissible on other statutory grounds. The stored personal data (name, address, date of birth), the type of goods delivered and services supplied, together with the data voluntarily provided by the merchant and stored is erased at the latest when the merchant has made payment in full on the expiry of the statutory warranty period in accordance with the German Civil Code and in the case of outstanding receivables and claims, for which judgement has already been entered, on the entry into force in each case of the statute of limitations in accordance with the German Civil Code.
On written request LGRain GmbH shall provide information to the merchant on data stored, which pertains to him.
- The applicable law is the law of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded.
- If the customer is a merchant, a legal entity under public law or special fund under public law, the place of performance for all the obligations arising from this contract is the registered headquarters of LGRain GmbH.
- If the customer is a merchant, a legal entity under public law or special fund under public law, the sole Court of jurisdiction for all disputes arising from the contract between LGRain GmbH and the merchant is the registered office of LGRain GmbH.
- If individual provisions of the contract with the merchant, including these General Terms and Conditions of Business, are or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected thereby. Any provision, which is invalid in whole or in part, shall be replaced by a provision, which comes closest in law to the economic success of the invalid provision.