General terms and conditions (GTC)
the company ROPA Fahrzeug- und Maschinenbau GmbH, Sittelsdorf 24, D-84097 Herrngiersdorf

§ 1 Scope of application - Contract partners

1. These GTC apply exclusively for legal transactions between the company ROPA Fahrzeug- und Maschinenbau GmbH, Sittelsdorf 24, D-84097 Herrngiersdorf (referred to as the "Seller" below) and contractors or legal entities under public law or special funds under public law (referred to as the the "Purchaser" below).
2. The Contractor is a natural or legal entity or a legally constituted partnership that conducts business in the course of its commercial or professional activities.
3. Deviating terms and conditions of the Purchaser are expressly rejected. We shall only recognise terms and conditions of the Purchaser that conflict with or deviate from these terms and conditions if we expressly agree to their validity in writing.
4. These GTCs shall also apply to all business transactions with the Purchaser, insofar as legal transactions of a related nature are concerned, even if they are not mentioned in subsequent contracts.

§ 2 Offers and entering into a contract

1. The offers of the Seller are conditional and non-binding.
2. Unless otherwise specified, the Seller will maintain the prices in the offers for a period of 30 days from the date of the offer.
3. The Seller may accept orders that are considered offers in accordance with Sec. 145 BGB (German Civil Code) within two weeks if a deadline has not been set.
4. Statements of acceptance require the specific written confirmation of the Seller to be legally effective.
5. Statements of acceptance deviating from the Seller's offer will be binding if they are not rejected within 2 weeks.
6. The Seller's public statements, drawings, diagrams, dimensions, weights, descriptions and other technical specifications contain approximate values. They are non-binding for the Seller unless expressly confirmed in writing.
7. If the Seller provides technical information in connection with the contract or makes corresponding recommendations, these shall not constitute a warranty statement.
8. The Seller has the right to reject the claims arising from the business relationship.

§ 3 Prices

1. Unless agreed otherwise, all prices of the Seller are understood to be ex works plus any delivery costs, packaging and insurance and are stated in Euros.
2. All prices are subject to the statutory value added tax in effect in Germany on the date of delivery. It will be included in invoices to other member states of the European Union, unless the VAT number of the customer is supplied.

§ 4 Payment - Reimbursement/right of retention

1. Unless otherwise agreed in the purchase contract, the Seller's invoices shall be due immediately after invoicing without deduction and shall be paid exclusively to the Seller's account specified in the order confirmation/contract.
2. Foreign payments must be free of charge for the Seller. Any fees and expenses incurred shall be borne by the Purchaser.
3. The Seller is entitled to offset payments against older debts first. If costs and interest have already been incurred, the Seller is authorised to apply the payment to costs, then interest and finally to the main payment.
4. A payment is only deemed as executed when the Seller can access the amount.
5. If reasonable doubt of the payment capacity or credit-worthiness of the Purchaser arise and the Purchaser is not prepared to pay in advance in spite of a demand for payment, or is not prepared to provide suitable security for the service provided, the Seller is entitled to withdraw from the contract if it has not been performed.
6. The Seller is authorised to apply a fee of €15 for each payment reminder sent.
7. In the event of delay with more than one obligation, all outstanding claims of the Purchaser are due for payment immediately.
8. In the event of delay in payment by the Purchaser, the Seller, after a reasonable period for payment or provision of security has expired without result, may retain all open deliveries until all open invoices have been paid or withdraw from all contracts to which these terms and conditions of sale apply.
9. The Seller reserves the right to demand compensation for further damages due to delay.
10. The Seller may transfer outstanding invoices arising from deliveries and services to third parties for financing purposes, e.g. to a factor.
11. The Purchaser is not authorised to offset claims of the Seller, unless they are undisputed or legally specified claims.
12. The Purchaser will be authorised to exercise a right of retention only if the counterclaim is based on the same contractual relationship.

§ 5 Delivery and delay in acceptance

1. The Seller shall not be responsible for delays in delivery and service provision due to force majeure and events that make delivery significantly more difficult or impossible through no fault of the Seller - including difficulties in procuring materials that occur afterwards, operational disruptions, strikes, lockouts, lack of means of transport, government orders, etc., even if they affect the suppliers of the Seller or their subcontractors - even if binding deadlines and dates have been agreed. In such cases the Seller may delay the delivery or service for the duration of the disruption plus an appropriate start-up period or withdraw from the contract in whole or in part due to the unfulfilled part of the performance. The extension will not take effect if the other party is not informed of the reason for delay immediately as soon as it is clear that the contractual deadlines cannot be maintained. Claims for damages of the Purchaser are excluded in the aforementioned cases insofar as the Seller has fulfilled its obligations in accordance with this provision.
2. If the Seller is responsible for non-compliance with the binding deadlines and schedules and this results in delays, the Purchaser has a claim for damages due to delay in the amount of ½% for every full week of the delay, with the total amount not to exceed 5% of the invoice value of the deliveries and services affected by the delay. Any additional claims shall not be accepted unless the delay is due to the gross negligence or deliberate action of the Seller.
3. The delivery will be made ex Seller's works.
4. The transport and packaging costs of the delivery are charged to the Purchaser.
5. Unless specifically agreed, the Seller is free to select the transport company and the type of transport equipment.
6. The right of reasonable partial deliveries and partial services and their invoicing is specifically reserved by the Seller to the extent that a partial delivery is acceptable for the Purchaser.
7. Deliveries prior to the start of a communicated delivery date are permitted.
8. Unless agreed otherwise in the purchase contract, delivery dates are dates of transfer to the freight carrier / delivery company, and in the event of performance disruptions for reasons for which the Purchaser is responsible, the delivery date is the date on which the goods are ready for dispatch from the Seller's premises.
9. If the goods are not accepted by the deadline due to the fault of the Purchaser, the Seller may store the goods at the expense of the Purchaser, and/or withdraw from the contract after setting a reasonable deadline and sell the goods otherwise. Any damage incurred by the Seller in this respect and any additional expenses shall be borne by the Buyer. The Seller reserves the right to make additional claims.

§ 6 Transfer of risk

1. The risk is transferred to the Purchaser as soon as the Seller has delivered to goods to the transport company, freight forwarder or other person or organisation appointed for shipping, or the goods have left the Seller's premises for shipping. This shall also apply if the goods are shipped within the same location or in the event that the goods are transported by the Seller's personnel and/or own means of transport.
2. If the goods are ready for shipment and the shipment or acceptance of the goods is delayed for reasons for which the Seller bears no responsibility, the risk shall pass to the Buyer upon receipt of the notification that the goods are ready for shipment.
3. If delivery is delayed due to circumstances for which the Purchaser is responsible, the risk of accidental loss or deterioration of the goods shall pass to the Purchaser at the moment at which the Purchaser delays acceptance or payment.

§ 7 Warranty - requirement for inspection and notification of complaints

1. The warranty period for new goods is twelve months from the transfer of risk.
2. Used goods are sold under exclusion of liability for material defects.
3. The Purchaser is obliged to inspect the delivered goods immediately for deviations in quality and quantity and to notify the Seller in writing of any recognisable defects within a period of one week after receipt of the goods. If no complaint is submitted within 7 days, the goods shall be deemed as delivered properly and completely, unless there is a fault that could not be recognised at the time of inspection. The notification period is met by dispatch of the complaint within the period.
4. The above is also applicable for shipping damage.
5. Defects of a part of the delivery do not justify a complaint about the entire delivery.
6. The Purchaser shall grant the Seller the right to inspect alleged defects by itself or have them inspected by an independent certified expert before starting any repair work. The cost of the expert inspector will be borne by the party whom the inspector decides is at fault.
7. In the event of defects the Seller has the right to repair the goods or deliver defect-free replacements (substitute delivery). The Seller shall always be given the opportunity for subsequent delivery within a reasonable period of time.

8. If, despite all the care taken, the delivered goods show any defect which was already present at the time of the transfer of risk, the Seller may, at his discretion, demand that

      a) the faulty part or goods are sent to the Seller for repair and then return to the Purchaser free of charge for the latter;

      b) the Purchaser retains the faulty part or goods and allows a service technician of the Seller to come and repair the items at a time arranged with the Purchaser;

      c) have the repair performed by the Purchaser or a third party under the specific direction of the Seller and the Purchaser will reimburse the Purchaser for all expenses incurred.

9. If a substitute delivery is made, the Purchaser is required to return the faulty item to the Seller.
10. Replaced parts become property of the Seller.
11. If the Purchaser requests that warranty work be carried out at a location specified by the Purchaser, the Seller may comply with this request, whereby parts covered by the warranty shall not be invoiced, while working time and travelling expenses shall be paid in accordance with the Seller's standard rates.
12. If the repair fails three times, the Purchaser may, irrespective of any claims for damages, demand cancellation of the contract or reduction of the remuneration at its discretion.
13. No warranty claims shall be accepted for damage caused by the Purchaser itself after the transfer of risk due to unsuitable or improper use or damage caused by particular external influences which are not assumed under the contract, or damage due to incorrect assembly or commissioning by the Purchaser or any third party, incorrect or negligent handling, damage to the painted surface and resulting corrosion, improper equipment, chemical or electrochemical or electrical influences, or natural wear and tear.
14. The warranty obligation does not cover damage due to continuing use in spite of the occurrence of a defect.
15. Claims for defects do not apply in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability or in the case of natural wear and tear.
16. For seasonal machines, the warranty period for new goods ends at the end of the first period of use, provided the machine has been used for harvesting.
17. If the Seller's assembly, operating or service instructions are not observed, if modifications to products are made and/or parts are replaced and/or consumable materials are used that do not conform to the original specifications of the Seller, the warranty will lapse due to faults in the goods if the Purchaser cannot contest a substantiated statement that one of the above circumstances has caused the defect.
18. Claims by the Purchaser for expenses due to rectification, particularly transport, travel, working and material expenses, will not be accepted if the expenses are increased because the Purchaser transferred the goods delivered by the Seller to a location other than the Purchaser's location, unless the movement conforms to the designated use.
19. Only the Purchaser shall be entitled to submit any claims for defects against the Seller and such claims cannot be transferred.
20. The above warranty limitations shall not apply in the case of damages arising from injury to life, body or health, or for other damages based on an intentional or grossly negligent breach of duty or fraudulent intent on the part of the Seller, or for damages covered by liability under mandatory statutory provisions, such as the Product Liability Act, or in the case of the assumption of warranties.

§ 8 Liability

1. The Seller will accept liability as required by law if the Purchaser makes claims for damages based on malice or gross negligence, including malice and gross negligence of its representatives or agents, or if a significant contractual obligation is culpably violated. Significant contractual obligations are obligations that must be fulfilled for correct performance of the contract and on compliance with which the contracting party relies and is entitled to rely.
2. If the Seller is not accused of malicious violation of the contract, the liability for damages is limited to the foreseeable typical damage.
3. Any claims for damages are subject to a limitation period of 12 months from the transfer of risk.
4. Liability for culpable injury to life, body or health is not affected hereby; this also applies to the mandatory liability under the Product Liability Act.
5. Unless otherwise regulated above, the Seller will not accept any further liability.
6. To the extent to which the liability of the Seller is excluded or limited, this shall apply equally to its agents.

§ 9 Retention of ownership

1. The Seller retains the ownership of the delivered goods until all receivables arising from the contract are paid in full. This also applies for future receivables that may arise, also from contracts concluded simultaneously or later in the ongoing business relationship until their settlement, even if the Seller does not always specifically refer to them.
2. The Purchaser shall treat the purchased goods with care until the ownership has been transferred to it. In particular, the Purchaser is obliged to insure the goods at its own expense against theft, fire and water damage to the sum of the value when new. If maintenance and inspection are required, the Purchaser must perform this work at the Purchaser's expense.
3. As long as the ownership has not yet been transferred, the Purchaser must refer to the Seller's ownership in the event of access by third parties to the retained goods, in particular attachment of property, and must inform the Seller immediately in writing if the delivered goods are attached or otherwise accessed by third parties.
4. If the third party is not able to reimburse the Seller for the legal and other costs of a charge in accordance with Sec. 771 ZPO (Civil Code Regulations), the Purchaser shall bear liability for the loss incurred by the Seller.
5. The Seller is authorised to resell the retained goods in the normal course of business. At this time the Purchaser transfers to the Seller all liabilities in full resulting from the resale.
6. If the reserved-title goods are resold following processing or combination with items that are the exclusive property of the Purchaser, the Purchaser hereby assigns the receivables arising from the resale in full to the Seller. If reserved-title goods are sold by the Purchaser unprocessed or after processing or combination together with goods which are not the property of the Purchaser, the Purchaser hereby assigns to the Seller the receivables arising from the resale in the amount of the value of the reserved-title goods with all ancillary rights and priority over the rest. The Seller will accept the assignments.
7. The Purchaser will perform any work or processing of the retained-title goods without any obligations arising for the Seller. If the retained-title goods are processed, combined, mixed or blended with other goods that do not belong to the Seller, the Seller shall retain the proportional co-ownership share of the new goods in the ratio of the value of the retained-title goods to the other processed or blended goods at the time of processing, combining, mixing or blending. If the Purchaser takes sole ownership of the new goods, the Purchaser grants the Seller at this time co-ownership of the new goods at the ratio of the value of the processed, connected, mixed or combined retained-title goods; the Purchaser retains the new goods for the Seller free of charge.
8. If the Purchaser resells the retained-title goods subject to retention of title, the Seller shall remain the owner of the retained-title goods until all receivables arising from the business relationship have been paid in full and the Purchaser hereby assigns to the Seller the receivables from its customers for the return of the retained-title goods and all other rights against its customers. The Seller will accept the assignments.
9. The Purchaser remains authorised to collect the liability even after the assignment. The authorisation of the Seller to collect the liability itself remains unaffected. However, the Seller shall not collect the receivables as long as the Purchaser fulfils its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
10. At the Seller's request, the Purchaser shall provide the Seller with the information required to collect the assigned receivables, submit the relevant documents and notify the debtor of the assignment.
11. The Seller agrees to release the securities due to it on request of the Purchaser if the value exceeds the secured liabilities by more than 20%. The Seller will select the security that is to be released.
12. If the Purchaser violates the contract – particularly by being in arrears and significant deterioration of assets – the Seller may cancel the contract and demand return of the retained-title goods. The costs of the return shall be borne by the customer.
13. The Seller is authorised to assert its rights from the retention of ownership contrary to Sec. 449 Part 2 BGB without prior cancellation of the purchase contract. After assertion of the retention of ownership, the Purchaser may not derive any property right from the contract.

§ 10 Design changes

1. The Seller reserves the right to carry out design modifications.
2. If such a design change occurs between the conclusion of the contract and the delivery or handover of the goods or the performance of the service, the Purchaser shall not be entitled to rescind the contract if the design change was required due to changes in legislation and/or the change in other technical standards (DIN, TA etc.) and/or the design change is at least equivalent technically.
3. The Seller is not obliged to make design changes to products that have already been delivered if the previously delivered products are not faulty.

§ 11 Provided documents - Confidentiality

1. The Seller reserves the property rights and copyrights to all documents provided to the Purchaser in connection with the order placement, e.g. calculations, drawings, programmes etc.. These documents may not be accessible to third parties unless the Seller grants the Purchaser express consent in writing.
2. The Purchaser is obliged to treat all non-public business and technical information and knowledge that becomes known as a result of the business relationship between the Seller and the Purchaser as confidential.

§ 12 Governing law, contract language, place of performance, court of jurisdiction

1. The law of the Federal Republic of Germany will apply with exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The language of the contract is German.
3. The place of performance is Herrngiersdorf.
4. If the customer is a merchant, a legal entity under public law, or a special fund under public law, or in Germany without a court of jurisdiction, the Seller's head office is the exclusive court of jurisdiction for all disputes arising from this contract. The seller is also entitled to file suit against the customer at its general court of jurisdiction.

As of 2021-12

DE - Download: Allgemeine Geschäftsbedingungen (AGB) der Firma ROPA Fahrzeug- und Maschinenbau GmbH, Sittelsdorf 24, D-84097 Herrngiersdorf Stand 12/2021.pdf

EN - Download: General Terms and Conditions (GTC) of ROPA Fahrzeug- und Maschinenbau GmbH, Sittelsdorf 24, D-84097 Herrngiersdorf as of 12/2021.pdf

PL - Download: OGÓLNE WARUNKI SPRZEDAŻY (OWS) of ROPA Polska sp. z o.o., ul. Przemysłowa 4, 55-330 Błonie.pdf