General terms of sale and delivery

of A. Morgenshteyn Maschinenhandel (AGRIFON), hereinafter “Seller”, for the sale of new and used machines, components and spare parts and related services. This English version is provided for convenience; the German version is legally binding.

1 Scope

These terms apply exclusively to businesses within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law (“Buyer”). We do not sell to consumers.

They apply to all contracts for the sale and delivery of machines, plants, components and spare parts as well as installation, commissioning, training, modification and retrofitting, including future transactions.

Deviating terms of the Buyer do not become part of the contract, even if the Seller does not expressly object. Individual agreements made in a specific case take precedence. For evidence purposes they should be recorded in text form (e.g. email).

2 Offers and conclusion of contract

Listings and offers are non-binding; prior sale reserved.

A contract is concluded only by the Seller’s order confirmation in text form or by delivery or provision of the goods.

Technical data, images, years of manufacture, dimensions and performance data are given to the best of our knowledge; for used machines they are partly based on information from the previous owner or manufacturer. They only constitute an agreed quality or guarantee if expressly designated as such in text form.

3 Prices and payment

All prices are in euros net plus statutory VAT, ex works Wuppertal (EXW Incoterms® 2020), excluding packaging, loading, transport, insurance, dismantling and installation, unless agreed otherwise.

Unless agreed otherwise, the purchase price is due in full before collection or shipment (payment in advance). The Seller may retain the goods until payment has been received in full.

In case of late payment, statutory default interest (Section 288(2) BGB) and the lump sum under Section 288(5) BGB apply. Set-off is only permitted with undisputed or legally established claims.

4 Delivery, collection and transfer of risk

Delivery dates are non-binding unless expressly agreed as binding in text form.

Risk passes on provision of the goods for collection and notification of the Buyer, at the latest on handover to the Buyer, forwarder or carrier. Loading by the Seller is a courtesy at the Buyer’s risk unless agreed otherwise.

If the Buyer does not collect the goods within two weeks of notification, the Seller may charge reasonable storage costs.

5 Warranty

Used machines, plants, components and spare parts are sold excluding any liability for defects, in the condition at the time of contract and as inspected or described.

It is the Buyer’s responsibility to check whether the goods are suitable for the intended purpose, material and production conditions, unless a specific suitability has been expressly agreed in text form.

For new goods and machines newly built by the Seller, the limitation period for claims for defects is twelve months from transfer of risk.

In case of defects the Seller will, at its option, remedy the defect or deliver a defect-free item. If subsequent performance fails, the Buyer may reduce the price or withdraw from the contract in accordance with statutory provisions.

Wear parts (e.g. screws, barrels, knives, screens, seals, heater bands) and defects resulting from improper operation, maintenance or modification by the Buyer or third parties are excluded.

The limitations in this clause do not apply to injury to life, body or health, intentional or grossly negligent breaches of duty, fraudulently concealed defects, guarantees or agreed qualities expressly assumed in text form, or claims under the Product Liability Act.

6 Liability

The Seller is liable without limitation for intent and gross negligence, injury to life, body or health, under the Product Liability Act and to the extent of a guarantee given.

For slightly negligent breach of an essential contractual obligation, liability is limited to the typical, foreseeable damage. Otherwise, i.e. outside essential contractual obligations, liability for slight negligence is excluded; this also applies to loss of production, lost profit and indirect damage.

7 Retention of title

The goods remain the Seller’s property until all claims under the contract have been paid in full. Before then the Buyer may not pledge or transfer them as security and must notify the Seller immediately of third-party access.

8 Safety and export

Used machines reflect the state of the art at the time of their manufacture. The Buyer is responsible for compliance with the safety, occupational health and approval rules applicable at the place of use – in particular the risk assessment, any necessary retrofits and a conformity assessment in case of substantial modification – unless expressly agreed otherwise.

For deliveries abroad, the Buyer is responsible for import formalities, customs and duties. The Seller may refuse delivery if export control or sanctions regulations prevent it; on request the Buyer must provide information on end use and final destination.

9 Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Place of performance for deliveries is the Seller’s warehouse in Wuppertal. Exclusive place of jurisdiction is the Seller’s place of business if the Buyer is a merchant, a legal entity under public law or a special fund under public law; the Seller may also sue at the Buyer’s place of business.

Should any provision be or become invalid, the remaining provisions remain unaffected. The German version of these terms prevails.

As of November 2026