General Terms and Conditions (GTC)

General Terms and Conditions GRUMA Nutzfahrzeuge GmbH and GRUMA Fördertechnik GmbH

Business areas: Conveyor Technology, Agricultural & Municipal Technology

Terms and conditions of sale and delivery for vehicles, machines, equipment
and other commodities and their repair
of
- GRUMA Commercial Vehicles GmbH, Friedberg
- GRUMA Fördertechnik GmbH, Garching b. Munich

(as of 02/2023)

I. Scope and form

1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTS") shall apply to all offers and contracts for the sale of vehicles, machines, equipment and other commodities as well as spare parts and exchange units (hereinafter referred to as "Goods") and the performance of repair services apart from the warranty for defects (hereinafter referred to as "Repairs") by GRUMA Nutzfahrzeuge GmbH or GRUMA Fördertechnik GmbH (hereinafter referred to as " GRUMA"), unless otherwise agreed in writing. If a contract subject to these GCS concerns the sale and/or delivery of movable goods, these GCS shall apply irrespective of whether GRUMA manufactures these movable goods itself or purchases them from suppliers (Sections 433, 650 BGB).
2. These GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the contracting party (hereinafter referred to as the "Customer"; GRUMA and the Customer hereinafter also jointly referred to as the "Parties") shall only become part of the contract if and to the extent that GRUMA has expressly consented to their application in writing. This consent requirement shall apply in any case, for example even if GRUMA provides the service to the Customer without reservation in knowledge of the Customer's general terms and conditions.
3. These GTC apply to
  1. a natural person or legal entity or a partnership with legal capacity, which, upon conclusion of the contract with GRUMA, acts in the exercise of its commercial or independent professional activity (entrepreneur within the meaning of § 14 BGB) and
  2. legal entities under public law or a special fund under public law.
4. Unless otherwise agreed, these GTC shall apply in the version valid at the time of the order or acceptance by the Customer (or, if the Customer submits an offer to conclude a contract, at the time of the submission of the offer) or, in any case, in the version most recently communicated to the Customer in text form as a framework agreement also for similar future contracts, without GRUMA having to refer to them again in each individual case.
5. Legally relevant declarations and notifications by the customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
6. If the customer purchases goods with telematics or other software components, the respective terms of use for telematics or the software components of the respective manufacturer shall apply in addition in their respective valid version, which can be accessed at www.gruma.de/agb/ under "Telematics".

II. conclusion of contract

As a rule, a contract shall be concluded with the written order confirmation by GRUMA relating to a purchase order, an order or an offer of the customer. If GRUMA offers the customer deliveries and services, the contract shall be concluded upon acceptance by the customer in accordance with the offer (both variants the "conclusion of the contract"), whereby acceptance can only be declared within 15 days of receipt of the offer by the customer. If the customer has been set a deadline for the acceptance of the offer, a contract shall only be concluded if the acceptance is made in due time. In the event of acceptance by the customer not within the time limit or not in conformity with the order, this acceptance shall be deemed to be a new order placed by the customer with GRUMA and a contract shall not be concluded until GRUMA has confirmed the order in writing in conformity with the order.
If the purchase of the goods serves the purpose of resale of the goods by the customer to consumers, GRUMA shall be informed of this in writing prior to the conclusion of the contract.

III. deliveries and services

The contractual obligations of GRUMA shall result from the order confirmation or the offer in conjunction with these GCS. Dimensions, weights, illustrations and drawings as well as other documents belonging to the offers are only approximate unless they are expressly designated as binding and unless they exceed the tolerances customary in the industry.
Subsidiary agreements and amendments shall only be binding if they have been agreed in writing. The specifications for goods from GRUMA, e.g. in advertising, data sheets, catalogs, Internet presences and documents belonging to any offer (hereinafter referred to as "GRUMA goods information"), such as illustrations and drawings, weight and dimension specifications such as speeds, fuel consumption and operating costs, are approximate values with tolerance margins and do not constitute quality guarantees.
GRUMA goods information, cost data, drawings and technical documents or other technical information may not be used (except for installation, commissioning, use and maintenance of the goods) or copied, reproduced, handed over or disclosed to third parties without the consent of GRUMA. GRUMA reserves the copyrights to all documents.
GRUMA reserves the right to make changes to the design and shape of the goods during the delivery period, unless the goods undergo a fundamental change in consideration of the notified use.

IV. Prices and payments

Subject to Clause IV.2, the current prices at the time of the conclusion of the contract shall apply. These prices shall be understood with regard to goods FCA "delivery works" (Incoterms 2020) plus the respectively applicable statutory "delivery works" within the meaning of these GTC means that location of GRUMA which, according to the respective order confirmation or offer, makes the goods available for collection or shipment.
For goods to be shipped by GRUMA (hereinafter referred to as "Shipment Purchase"), the customer shall bear the transport costs ex delivery works or ex warehouse and the costs of any transport insurance requested by the customer, unless otherwise agreed. The costs for transport and any insurance shall be invoiced to the customer either by the transport service provider commissioned by GRUMA, provided the customer has a contract account with the latter, or invoiced by GRUMA and shown separately in the order invoice.
If the order value is less than EUR 50.00, GRUMA shall be entitled to charge a EUR 10.00 handling fee.
All prices for vehicles, machines, equipment and other commodities (e.g. purchased parts/accessories, in particular batteries, loading and attachment devices) included in the offer of GRUMA are calculated on the basis of the purchase prices at the time of preparation of the offer (see current offer date). The parties are aware that prices may change significantly due to extraordinary events and therefore agree on the following price escalation clause:
1. If the producer price index "Producer price of industrial products - Product group GP09-2822: Manufacture of lifting and handling equipment" (hereinafter referred to as "EPI") changes by more than 5 % in the period between the month of conclusion of the contract and the month of readiness for collection/delivery within the meaning of Clause V.1., the contract price shall change in the same way as the percentage change in the EPI The EPI can be retrieved from the website of the Federal Statistical Office.
2. If the resulting price increase exceeds a relevance threshold of 10% of the agreed price, the customer may withdraw from the purchase contract in writing within seven days of receipt of the notification of the price increase.
In the absence of special agreements, payment for vehicles, machines and equipment shall be made net within 8 days from the date of invoice and for spare and replacement parts as well as repairs net within 8 days from the date of invoice to the bank account of GRUMA stated on the respective invoice. The costs of discounting and collection shall be borne by the customer. GRUMA shall be entitled at any time, also within the framework of an ongoing business relationship, to perform a delivery or repair in whole or in part only against advance payment or down payment. GRUMA shall declare a corresponding reservation at the latest with the order confirmation or the offer.
The Customer shall have a right of retention against claims of GRUMA only to the extent that its counterclaim is legally established, undisputed or recognized by GRUMA. Offsetting against claims of GRUMA shall be limited to counterclaims of the customer which result from the same contractual relationship or, insofar as they result from other legal relationships, are undisputed, legally established or recognized by GRUMA. In the event of defects in the delivery, the Customer's counter rights shall remain unaffected, in particular in accordance with Clause IX.2. sentence 4 of these GTC.
Claims of the customer against GRUMA may not be assigned.
If, after conclusion of the contract, it becomes apparent that GRUMA's claim to remuneration is jeopardized by the Customer's inability to perform, GRUMA shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary, after setting a deadline - to withdraw from the contract. In the case of contracts for the manufacture of unjustifiable items (custom-made products), GRUMA may declare withdrawal immediately; the statutory regulations regarding the dispensability of setting a deadline shall remain unaffected.
In the SEPA Direct Debit Scheme, the notice period for a pending direct debit is reduced to one day. The collection of recurring payments with the same amounts only needs to be announced by GRUMA once a year.

V. Delivery period

The delivery period shall commence with respect to goods upon conclusion of the contract, but not before receipt of any documents, approvals, information to be provided by the Customer and/or any advance payments or down payments to be made. The delivery period shall be deemed to have been complied with if, by the time of its expiry, the goods are ready for acceptance FCA "Delivery Plant" (Incoterms 2020) by GRUMA (hereinafter "readinessforcollection") or, in the case of a mail order purchase, the goods are ready for dispatch (hereinafter "readiness for dispatch") and the Customer has been notified of the readiness for collection or dispatch. Compliance with the delivery period is subject to the fulfillment of any contractual and cooperation obligations of the customer.
GRUMA reserves the right to adjust the delivery period if, after conclusion of the contract, changes are requested by the customer with regard to the goods covered by the contract.
The delivery period shall be extended appropriately in the event of measures taken in the course of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen, unavoidable events for which we are not responsible (e.g. disruption of operations, disruption of telecommunications, official interventions, delays in the delivery of essential raw materials, confiscation, energy supply difficulties, war, insurrection, embargo, epidemics, pandemics as well as natural disasters), which demonstrably have a considerable influence on the completion, delivery or shipment of the goods This shall also apply if the circumstances occur at sub-suppliers. GRUMA shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay.
In the event that GRUMA is unable to meet an agreed delivery deadline, GRUMA shall inform the customer thereof without undue delay and at the same time state the expected new delivery deadline. If the performance is also not available within the new delivery deadline, GRUMA shall be entitled to withdraw from the contract in whole or in part; GRUMA shall immediately refund any consideration already paid by the customer.
If the collection or, in the case of a mail order purchase, the shipment is delayed at the request of the Customer, the Customer shall be charged, beginning one month after notification of readiness for collection or shipment, the costs incurred by the storage, in the case of storage in the supplying plant, however, at least 0.5% of the invoice amount for each month (if applicable, pro rata temporis), however, not exceeding a total of 5% of the invoice amount, whereby the right to claim higher storage costs shall be reserved, against which the charged costs shall be set off The Customer may prove lower costs for the storage of the goods. GRUMA shall, however, be entitled, after setting a reasonable period of time in writing, to otherwise dispose of the goods and to supply the Customer again after expiration of the delay on the basis of the agreed terms of delivery and with agreement of a new delivery period.
The performance of the contract is subject to the proviso that there are no obstacles to the performance of the service due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The parties undertake to provide all information and documents required for the export/transfer/import. Delays due to export inspections or licensing procedures shall impede deadlines and delivery times. If required approvals are not granted, the contract shall be deemed not to have been concluded with regard to the parts concerned; claims for damages shall be excluded in this respect and due to the aforementioned exceeding of deadlines in accordance with Section XI of these GTC.

VI. packing

A return of packaging material shall be excluded for such packaging for which a dual system of waste disposal or similar has been established (packaging subject to system participation), which is recognized by the permissible authority in accordance with the Packaging Act as amended from time to time. A return of packaging material shall also be excluded insofar as a suitable disposal company is engaged by GRUMA for the disposal in accordance with the Packaging Act as amended from time to time. In this case, the Customer shall be obliged to keep the packaging material ready and to hand it over to the disposal company empty of residues.
Insofar as GRUMA agrees with the Customer that the Customer waives its right of return in return for the granting of a disposal lump sum, the Customer shall be obligated to hand over the used packaging to a recognized disposal company that ensures orderly disposal in accordance with the provisions of the Packaging Act.

VII Transfer of risk

Delivery shall be made ex delivery works, either by handing over the goods to the customer himself or his transport person ("collection") or by handing them over to a transport person designated by GRUMA ("shipment"). The delivery clause FCA "Delivery Plant" (Incoterms 2020) shall apply. "Transport person" within the meaning of these GTC means any person commissioned with the transport of the goods (e.g. transport company or freight forwarder) or any other person or institution designated to carry out the transport of the goods.
In the event of collection and in the event of shipment, the risk of accidental loss and accidental deterioration as well as the risk of delay shall pass to the Customer as soon as the goods have been handed over to the Customer or the transport person. This shall also apply if partial deliveries are made or GRUMA has assumed other services (e.g. instruction).
If collection does not take place on the specified date, GRUMA shall be deemed authorized to ship the goods for the account and at the risk of the customer.
If the collection or, in the case of a mail order purchase, the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day of notification of readiness for collection or shipment.
If the Customer is in default of acceptance or payment or if he seriously and finally refuses to accept the ordered goods, GRUMA shall be entitled to withdraw from the contract and to claim damages after a written reminder with a reasonable deadline.
Goods ready for collection or shipped, even if they have defects, shall be accepted by the customer without prejudice to the rights under Section IX. of these GCS, provided that these defects are not significantly

VIII Retention of title

GRUMA shall retain title to the goods sold until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (hereinafter "secured claim") (hereinafter "reserved goods"). This retention of title shall continue to exist even if the claims are included in a current account and the balance has been struck and acknowledged.
The customer is obliged to treat the reserved goods with care and to insure them at his own expense against theft, machine breakage, water, fire and other damage. The customer shall carry out any maintenance and inspection work in good time at its own expense.
The reserved goods may neither be pledged to third parties nor assigned as security before full payment of the secured claims.
The Customer shall notify GRUMA immediately in writing of any seizures or confiscations or other dispositions by third parties with respect to the reserved goods. The costs of the removal of such measures shall be borne by the customer.
The Customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business on its part subject to retention of title or to transfer their use to third parties against payment. However, the Customer hereby assigns to GRUMA all claims against its customers or third parties arising from the resale or transfer of use in the amount of the invoice value of the initial sale of the reserved goods (including value-added tax) or in the amount of any co-ownership share of GRUMA plus 10%, depending on whether the reserved goods are passed on without or after processing and without requiring a special declaration of assignment in the individual case GRUMA accepts the assignment. The obligations of the customer set forth in Clause VIII.4. of these GCS shall also apply with respect to the assigned claims. The customer shall remain authorized to collect the assigned claim even after the assignment.
1. GRUMA's authority to collect the claim itself shall remain unaffected, but GRUMA shall only make use of this authority if the customer fails to meet its payment obligations to GRUMA, if there is a deficiency in its ability to pay or if GRUMA asserts the retention of title by exercising a right in accordance with Clause VIII.8. of these GTC. As of the occurrence of default in payment, GRUMA may demand that the amounts due to GRUMA be paid by the debtor into a trust account designated by GRUMA. GRUMA may also demand that the customer's debtors make payments to GRUMA and that, for this purpose, the customer notify GRUMA of the debtors of the assigned claim, hand over the associated documents and disclose the assignment to these debtors. In addition, GRUMA shall be entitled in this case to revoke the authority of the customer to further sell and process the reserved goods.
2. If the claim from the resale cannot be assigned to the aforementioned extent because the claim falls under a current account agreement between the customer and its customer, the balance from the current account relationship shall be deemed assigned after balancing to the extent that the claim from the resale is to be assigned in accordance with the aforementioned provisions. This security shall remain in force until the customer's entire claims against the third party have been settled.
The retention of title shall also extend to the products resulting from the processing, combination, mixing or blending of the reserved goods at their full value, whereby GRUMA shall be deemed the manufacturer. In the event of processing, combining, mixing or blending of the reserved goods with other goods not belonging to GRUMA by the customer, GRUMA shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. Otherwise, the same shall apply to the resulting new item as to the goods subject to retention of title; they shall be deemed to be goods subject to retention of title within the meaning of these terms and conditions.
In the event of a breach of contract by the Customer, in particular in the event of default in payment, GRUMA shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand surrender of the reserved goods on the basis of the reservation of title. The demand for surrender shall not at the same time include the declaration of withdrawal; rather, GRUMA shall be entitled to demand only the surrender of the reserved goods and to reserve the right of withdrawal. In this case, the expiration of the delivery period shall be suspended. If the customer does not pay the purchase price due, GRUMA may only assert these rights if GRUMA has previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.
GRUMA reserves the right, after removal of the impediment to performance or provision of security, to notify the customer again and to continue the agreed delivery period.
If the realizable value of the securities to which GRUMA is entitled exceeds the claims to be secured by more than 10%, GRUMA shall release securities of its choice at the Customer's request.

IX. Claims for material defects and defects of title, limitation period for material defects

The goods shall be free from material defects if they have the quality agreed in the contract at the time of transfer of risk, if they are suitable for the use provided for in the contract and if they have been handed over with the agreed accessories and the agreed instructions (including assembly and installation instructions) (hereinafter "subjective requirements"). If assembly is to be carried out with regard to the goods, the goods shall be free of material defects if they comply with the Subjective Requirements and the assembly has been carried out properly or if the assembly has been carried out improperly, but this is not due to improper assembly by GRUMA or to a defect in the instructions handed over by GRUMA to the customer. Subjective requirements shall only be binding on GRUMA if they have been agreed in writing in the order confirmation or the offer. Insofar as no subjective requirements have been agreed, the goods shall be free of material defects if they comply with the objective requirements at the time of transfer of risk. "Objective requirements" for the goods shall be established, in deviation from § 434 para. 3 nos. 1 to 4 BGB (German Civil Code), exclusively by the public statements of GRUMA in the data sheet published at the time of the conclusion of the contract on www.gruma.de (including sub-pages) regarding the goods which are the subject matter of the contract. If no data sheet is published there for the contractual goods at the time of the conclusion of the contract, the goods shall comply with the Objective Requirements if they are suitable for normal use (Section 434 para. 3 sentence 1 no. 1 German Civil Code). In the case of goods with digital elements or other digital contents, GRUMA shall owe provision and, if applicable, updating of the digital contents only insofar as this expressly results from a quality agreement pursuant to Clause IX.1.
If the goods have a defect at the time of transfer of risk, the Customer's claim for subsequent performance shall include, at GRUMA's option, the free delivery of goods free of defects (replacement delivery) or the free elimination of the defect (rectification). GRUMA shall be entitled to refuse removal of the defective item and/or re-installation if GRUMA was not originally obligated to install the item; Clause 5. of these GTC shall remain unaffected. GRUMA shall be entitled to make the subsequent performance owed dependent on the Customer paying the purchase price due. However, the Customer shall be entitled to retain a part of the purchase price which is reasonable in relation to the defect. The customer shall always grant GRUMA the necessary time and opportunity to carry out all subsequent improvement measures or replacement deliveries that appear necessary in GRUMA's reasonable discretion, in particular to hand over the goods subject to complaint for inspection purposes or to allow access to these goods, otherwise GRUMA shall be released from subsequent performance.
GRUMA shall generally not be liable for defects of which the customer is aware at the time of conclusion of the contract or is not aware due to gross negligence. The assertion of claims for material defects by the Customer, with the exception of those arising from contracts for work and services, shall require that the Customer has properly fulfilled its obligation to inspect and give notice of defects pursuant to § 377 and, if applicable, § 381 of the German Commercial Code (HGB). In the case of goods intended for installation or other further processing, an inspection shall be carried out in any case immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any later time, GRUMA shall be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within seven working days of delivery or shipment, and defects which are not apparent upon inspection must be reported within the same period of time after discovery. However, defects must be notified in writing no later than twelve months after delivery or shipment of the goods. Transport damage that is externally visible must be reported in writing immediately, transport damage that is not externally visible must be reported in writing within three days after delivery or shipment of the goods. The notice of defects must be submitted by the customer in writing together with the relevant documents and samples and, if applicable, photographs. GRUMA shall not be obliged to return goods sent back to it without its prior consent or to arrange for their safekeeping. The customer may not complain about material defects if they are insignificant. If the customer fails to properly inspect the goods and/or give notice of defects, GRUMA's liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.
The following limitation periods shall apply to rights in respect of defects, with the exception of the cases specified in Clauses XI.1 and XI.2 of these GTC and the entrepreneur's recourse arising from a final delivery to consumers, for which the statutory limitation periods shall apply:
1. GRUMA warrants the vehicles, machines and equipment against material defects existing at the time of the transfer of risk for a period of twelve months, but no longer than 2,000 operating hours.
2. GRUMA shall also provide a warranty for the spare and replacement parts supplied and for repairs carried out for a period of twelve months, but no longer than 000 operating hours.The warranty period shall begin with the transfer of risk.No separate warranty period shall run for rework and replacement deliveries under the warranty; the warranty period for the original goods shall apply. The warranty period shall, however, be extended by the duration of any interruption of operation caused by the repair or replacement delivery.No warranty shall be assumed for used goods.
GRUMA shall bear or reimburse the necessary and reasonable expenses for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs in accordance with the statutory provisions, insofar as a defect is actually present This shall not apply to additional expenses incurred because the goods were subsequently transported to a place other than the contractual place of performance. If the item is not defective, GRUMA may demand reimbursement from the customer of the costs incurred as a result of the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.Rectifications and repairs shall be carried out at GRUMA's or the customer's premises, at GRUMA's discretion.Subject to Section VIII. of these GTCS, replaced parts shall remain the property of the customer or become the property of GRUMA, at GRUMA's discretion. If the repair takes place at GRUMA and the replaced parts are to remain the property of the customer, these parts shall be returned carriage paid to the customer.
Claims of the customer for compensation for futile expenses shall also exist in the case of defects only in accordance with Section XI. of these GTC and are otherwise excluded.

For damages caused by

Violence,
use not in accordance with the intended purpose,
Repair work by trained personnel not authorized by GRUMA,
the use of oils and operating fluids with unsuitable specifications, and
Parts not supplied by GRUMA

GRUMA does not provide any warranty for damage caused by natural wear and tear. GRUMA further assumes no warranty for the failure of or damage to wear parts due to natural wear.

(7) If, due to the fault of GRUMA, the delivered item cannot be used by the Customer in accordance with the contract as a result of failure to provide advice or incorrect advice prior to or after the conclusion of the contract and as a result of the violation of other contractual collateral obligations, the provisions of Sections IX. and X. of these GCS shall apply to the exclusion of further claims of the Customer.

If the contractual use of the unmodified goods leads to an infringement of industrial property rights or copyrights, GRUMA shall, at its own expense, procure for the customer the right to continue using the goods or modify the goods in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists.

If this is not possible under economically reasonable conditions or within a reasonable period of time, the Customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, GRUMA shall also be entitled to withdraw from the contract.

In addition, GRUMA shall indemnify the Customer against undisputed or legally established claims of the owners of the property rights concerned.

The aforementioned obligations of GRUMA are conclusive in the event of infringement of property rights or copyrights. They shall only exist if

the Customer notifies GRUMA immediately of any asserted infringements of industrial property rights or copyrights,
the customer supports GRUMA to a reasonable extent in defending the asserted claims or enables GRUMA to carry out the modification measures described above,
GRUMA reserves the right to all defensive measures, including out-of-court settlements, and
the defect of title is not based on an instruction of the customer

In the event of recourse by a businessman, it shall be presumed that defects were not present at the time of the transfer of risk to the Customer if the Customer has dutifully inspected the goods in accordance with this section but has not notified any defects in writing and in due time, unless this presumption is incompatible with the nature of the goods or the defect. If the Customer asserts recourse claims, it must allow itself to be treated vis-à-vis GRUMA as if it had implemented all legally permissible contractual options vis-à-vis its contractual partner (e.g. refusal of subsequent performance due to disproportionality or limitation of the reimbursement of expenses to a reasonable amount) in order to minimize the actual and financial expense of the contractual partner's warranty rights. Claims arising from entrepreneurial recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by incorporation into another product. Recourse claims exist only insofar as the customer has not entered into any agreements with its customer that go beyond the statutory rights for defects.

If the entrepreneurial recourse results from the final delivery of the goods to an entrepreneur, GRUMA shall only be liable for intentional and grossly negligent conduct; Clause XI.5. of these GTC shall apply accordingly.

In all cases, the special statutory provisions on the reimbursement of expenses in the case of final delivery of the newly manufactured goods to a consumer (entrepreneur recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) shall remain unaffected, unless an equivalent compensation has been agreed.

Provided that the goods are equipped with a suitable and operational receiving device, GRUMA shall be entitled to eliminate defects in the software contained in the goods by remote access by establishing a radio connection ("Over the Air"). This shall also apply to updates of the relevant software. Any restriction of functionality occurring during this process shall not be deemed a defect.

X. Withdrawal or reduction rights of the customer

The customer may withdraw from the contract if GRUMA is finally unable to perform the entire service prior to the transfer of risk. If GRUMA is recognizably only temporarily prevented from performance, the customer shall only be entitled to withdraw if GRUMA does not deliver within a reasonable period of time after the obstacle to performance has ceased to exist.
The customer may also withdraw from the contract if, in the case of an order for goods of the same kind, the performance of part of the delivery becomes impossible in terms of quantity and the customer has a justified interest in refusing a partial delivery. If this is not the case, the customer may reduce the consideration accordingly. In determining the reduction in value, the statutory provisions shall be observed, whereby only the customer's interest in use shall be decisive for the reduction in value.

If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obligated to counter-performance.

3. the customer also has a right to withdraw from the contract,

1. if GRUMA allows a reasonable period of time set in writing for subsequent performance due to a defect within the meaning of these Terms and Conditions to expire fruitlessly. In this context, the period for subsequent performance shall be set in such a way that it takes into account any ordering and delivery periods for necessary spare parts for the performance of the subsequent performance or
2. if the subsequent performance has finally failed, with at least two attempts to be granted.

In the aforementioned cases, the customer may also declare a corresponding reduction of the purchase price instead of withdrawal, at his discretion.

4. if, after completion of the supplementary performance, there are still defects which are not significant, which can be rebuttably assumed if the goods are still suitable for the intended use, the customer's right to withdraw from the contract shall be excluded. The statutory provisions shall apply to the determination of the reduction in value, whereby the customer's interest in use alone shall be decisive for the reduction in value.

(5) The Customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if GRUMA is responsible for the breach of duty. A free right of termination on the part of the Customer (in particular in accordance with §§ 650, 648 BGB) shall be excluded. In all other respects, the statutory prerequisites and legal consequences shall apply.

XI. Liability

GRUMA shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, GRUMA shall only be liable, subject to statutory exemptions from liability (e.g. diligence in own affairs; minor breach of duty), for

1. for damages resulting from injury to life, body or health,
2. for damages resulting from the breach of an essential contractual obligation (i.e. an obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the contracting party regularly relies and may rely); in this case, however, GRUMA's liability shall be limited to compensation for the foreseeable, typically occurring damage.
2. the limitations of liability resulting from section XI.1. shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed (in which case liability shall be limited to the extent to which the guarantee for the quality was intended to protect the customer against the specific damage that has occurred) and for claims by the customer under the3
The above provisions do not imply a reversal of the burden of proof.
4. further claims, in particular claims for indemnification and claims for compensation for indirect or consequential damages are excluded, subject to the cases set out in sections XI.1. and XI.2. of these GTC.
5. the limitations of liability resulting from this section XI. shall also apply in the event of breaches of duty by persons (also in their favor) whose fault GRUMA is responsible for according to statutory provisions as well as against legal representatives and vicarious agents of the customer.

XII. License

The software ("Embedded Software"), if any, and its documentation, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights, are and shall remain the sole and exclusive property of GRUMA or its licensors. The software is licensed, not sold. GRUMA grants the customer a revocable, non-exclusive, non-transferable license to use the software and associated documentation. This license is granted exclusively for use of the goods. If the customer is a reseller, the customer shall be permitted to sublicense within the scope of resale.
Insofar as independent software products ("Standalone Software") are distributed, these shall be subject to separate license conditions, which are shown separately and take precedence over this Section XII.
Customer will not, by itself or by authorization to third parties, (i) copy or use the Software for any purpose other than as permitted under Section XII.1.. or in a separate license agreement; (ii) modify any part of the Software, create derivative works from it, disassemble, decrypt, decompile or reverse engineer it, to the extent and to the extent that the applicable laws state otherwise; and/or (iii) remove, alter or obscure any proprietary notices (including copyright or trademark notices) of GRUMA, its affiliates (§§ 15 et seq. AktG) or its suppliers. Software shall be provided to the Customer in its current condition and without any assurance of continuous availability and, unless otherwise agreed in writing, of the provision of updates, as well as with all possible errors and defects.

XIII Data protection

The parties undertake to comply with the applicable data protection laws and to process personal data in accordance with them in order to achieve the purpose of the contract and to provide the services owed under the contract. Further information on the handling of personal data and on the subject of data protection can be found at https://www.gruma.de/agb. Supplementary information and agreements may become necessary on a product-related basis and will be communicated prior to any data processing.

XIV Data use

Insofar as the contract product has a telematics unit to transmit basic vehicle data (serial number, KCU Security Code, country code, hardware version, software version) to GRUMA, additional contract conditions apply. These can be requested at [email protected]. The vehicle base data is collected and used for the operation of the vehicle. Additional services that make further data retrieval necessary can be agreed upon. Insofar as personal data are involved, these are subject to separately communicated data processing provisions.

XV. Confidentiality

The Customer undertakes to keep all information of which it becomes aware through the contractual relationship existing with GRUMA (the "Contractual Relationship"), including prices, illustrations, plans, drawings, calculations, execution instructions, product descriptions and other information on inventions, ideas, concepts, drafts and designs (hereinafter collectively referred to as "Information") strictly confidential and not to disclose suchInformationto third parties, even under a corresponding non-disclosure agreement with such third parties.The German Act on the Protection of Business Secrets (GeschGehG) shall apply mutatis mutandis, whereby all information disclosed to the Customer within the framework of the contractual relationship shall be deemed to be business secrets, subject to Section XV.3.. of these GCS, shall be considered a trade secret. The Customer shall ensure by means of suitable contractual agreements that its employees and vicarious agents affected by the contractual relationship are also bound to secrecy in accordance with the provisions of this Section XV. The Customer shall also provide GRUMA with written proof of this upon request.
The customer undertakes to use information only for the purposes of the respective contractual relationship, not to exploit it commercially and not to make it the subject of industrial property rights.
The foregoing obligations shall not apply to such information for which the customer proves that it was known to it in a lawful manner prior to receipt by GRUMA, which was accessible to the public prior to receipt by GRUMA, which becomes accessible to the public after receipt by GRUMA without the customer being responsible therefor, and for such information which is made accessible to the customer at any time by a third party authorized to do so to the best of the customer's knowledge. Finally, the above obligations shall also not apply if the Customer is legally obligated to disclose information in judicial, official or other proceedings.
References by the customer to existing business relationships with GRUMA for advertising purposes are not permitted.
This confidentiality obligation shall apply with its restrictions beyond the time of mutual performance of the respective contract concluded between GRUMA and a customer for a further ten years, unless a confidentiality obligation going beyond this arises from statutory provisions.

XVI Applicable law; place of jurisdiction and place of performance

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.
The place of jurisdiction for all disputes arising directly or indirectly from the contract, including proceedings for the issuance of an attachment or a temporary injunction, shall be the respective registered office of the GRUMA company concluding the contract (GRUMA Nutzfahrzeuge GmbH: Friedberg; GRUMA Fördertechnik GmbH: Garching b. München). This shall not apply if an exclusive place of jurisdiction is given. GRUMA shall also be entitled to choose the court having jurisdiction over the customer.
The place of performance for the obligations of the parties shall be the respective selected delivery plant and otherwise the respective registered office of the GRUMA company concluding the contract (GRUMA Nutzfahrzeuge GmbH: Friedberg; GRUMA Fördertechnik GmbH: Garching b. München), unless GRUMA and the Customer agree in writing on a different place of performance.

Download link

Terms and Conditions of Sale and Delivery for Vehicles, Machines, Devices and other Consumer Goods and Repair thereof of
- GRUMA Commercial Vehicles GmbH, Friedberg
- GRUMA Fördertechnik GmbH, Garching b. Munich

Status as of 02/2023

I. Scope and Form

Unless otherwise agreed in writing, these General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTS") shall apply to all offers and contracts for the sale of vehicles, machines, devices and other consumer goods, as well as spare parts and replacement units (hereinafter referred to as "Goods"), as well as to repair services not included in the warranty for defects (hereinafter referred to as "Repairs") by GRUMA Nutzfahrzeuge GmbH or GRUMA Fördertechnik GmbH (hereinafter referred to as "GRUMA"). These GTS shall also apply to a contract that is subject to these GTS for the sale and/or delivery of movable objects, whether GRUMA manufactures these movable goods itself or purchases them from suppliers (§§ 433, 650 of the German Civil Code [BGB]).
These GTS are exclusively applicable. Any deviating, conflicting or supplementary General Terms and Conditions of the contracting party (hereinafter referred to as the "Customer"; GRUMA and the Customer hereinafter jointly referred to as the "Parties") shall only become part of the contract if, and to the extent, that GRUMA has expressly agreed to their validity in writing. This approval requirements shall always apply, e.g. even if GRUMA fully provides the service to the Customer while being aware of the Customer's General Terms and Conditions.
These GTS shall apply
1. to a natural person or a legal entity, or a partnership with legal capacity which, upon concluding a contract with GRUMA, is acting in the exercise of its commercial or independent professional activity (an "entrepreneur" within the meaning of §14 of the German Civil Code [BGB]) and
2. legal entities under public law or a special fund.
Insofar as it hasn't been otherwise agreed, these GTS shall apply in the version applicable at the time of the order or acceptance by the Customer (or, should the Customer submit an offer to conclude a contract, at the time of submission of the offer) or, at least in the version last provided to the Customer in text form, as a framework agreement that can also be used for similar future contracts, without GRUMA having to refer to them again in each individual case.
Any legally relevant declarations and notifications made by the Customer relating to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be issued in text form (e.g. in a letter, e-mail or fax). Legal formalities and other supporting documents, in particular in case of doubt about the legitimacy of the declaring party, shall remain unaffected.
Insofar as the Customer purchases Goods with telematics or other software components, the terms of use for the telematics or software components of the respective manufacturer shall also apply in their applicable version, which can be downloaded from www.gruma.de/agb/ under "Telematics".

II Conclusion of the Contract

As a rule, a contract shall be concluded with the written order confirmation by GRUMA in relation with a purchase order, an order or an offer submitted by the Customer. Should GRUMA offer the Customer deliveries and services, the contract shall be concluded upon acceptance thereof by the Customer in accordance with the offer (both variants of a "Conclusion of the Contract"), whereby acceptance can only be declared within 15 days of receipt of the offer by the Customer. Should the Customer be subject to a deadline for accepting the offer, the contract shall only be concluded if it has been accepted within the deadline. If the Customer has not accepted the offer in due time or if its acceptance does not fully concur with the offer, this acceptance shall be deemed to be a new order placed by the Customer with GRUMA and a contract shall only be concluded with a written, concurring order confirmation by GRUMA.
If the Customer intends to resell the Goods purchased to consumers, the Customer shall inform GRUMA of this in writing prior to the conclusion of the contract.

III. delivery and services

The contractual obligations of GRUMA shall arise from the order confirmation or the offer in conjunction with these GTS. Dimensions, weights, figures and drawings, as well as other documents included with the offers, are only approximately applicable, unless they are expressly designated as binding and insofar as they do not exceed the normal industry tolerances.
Ancillary agreements and amendments shall only be binding if they have been agreed in writing. The specifications for Goods from GRUMA, e.g. in advertisements, data sheets, catalogues, websites and documents related to any offer (hereinafter "GRUMA Goods Information"), e.g. figures and drawings, weight and dimension specifications as well as speeds, fuel consumption and operating costs, are approximate values with tolerance margins and do not constitute guarantees of such qualities.
GRUMA Goods Information, cost information, drawings and technical documents or other technical information may not be used (except for the installation, commissioning, use and maintenance of the Goods) or copied, reproduced, handed over or disclosed to third parties without the consent of GRUMA. GRUMA reserves the copyrights to all these documents.
GRUMA reserves the right to update the design and shape of the Goods during the delivery period, so long as the Goods do not undergo a fundamental change that is incompatible with the indicated planned use.

IV. Prices and Payments

The updated prices at the time of the conclusion of the contract shall apply, subject to Clause IV.2. For Goods, these prices shall be understood as FCA "Delivery Works" (Incoterms 2020) plus the additional statutory value added tax currently applicable. The "Delivery Works" within the meaning of these GTS represents the GRUMA site that makes the Goods available for collection or dispatch in accordance with the order confirmation or offer.
Unless otherwise agreed, for Goods to be dispatched by GRUMA (hereinafter referred to as "Sales Shipment"), the Customer shall bear the transport costs ex Delivery Works or ex warehouse, as well as the costs of any transport insurance requested by the Customer. The costs for transport and any insurance shall be invoiced to the Customer, either by the transport service provider commissioned by GRUMA, provided that the Customer has a contract account with said transport service provider, or invoiced separately by GRUMA in the contract invoice.
GRUMA shall be entitled to charge a 10.00 EUR processing fee for values below 50.00 EUR.
All prices for vehicles, machines, devices and other consumer goods (such as purchased parts and accessories, in particular batteries, loading and attachment devices) included in GRUMA's offer, are calculated on the basis of the purchase prices at the time of drawing up the offer (see current offer date). The Parties acknowledge that extraordinary events may cause the prices to change significantly, and therefore agree on the following cost escalation cause:If the producer price index "Industrial producer price - product group GP09-2822: Manufacture of Lifting and Handling Equipment" (hereinafter referred to as "PPI"changes by more than 5% in the period between the month of conclusion of the contract and the month of readiness for collection/delivery within the meaning of Clause V.1, the contract price shall be modified in the same way as the PPI percentage change. The PPI can be found on the website of the Federal Statistical Office.
Should the resulting price increase exceed a relevant threshold of 10% of the agreed price, the Customer may withdraw in writing from the purchase contract within seven days of receipt of the notification of the price increase.
Unless a special agreement has been concluded, payment for vehicles, machines and devices shall be made net within 8 days from the date of the invoice, and for spare and replacement parts and repairs, it shall be made net within 8 days from the date of the invoice to GRUMA's bank account stated on the respective invoice. The Customer shall bear the costs of discounting and claim collection. GRUMA shall be entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery or repair in whole or in part against advance payment or down payment only. GRUMA shall declare a reservation of the Goods, at the latest with the order confirmation or the offer.
The Customer shall only have a right of lien against claims of GRUMA to the extent that its counterclaim has been legally determined, is undisputed or has been recognized by GRUMA. Offsetting against claims of GRUMA shall be limited to counterclaims of the Customer resulting from the same contractual relationship or, insofar as they result from other legal relationships, are undisputed, legally determined or recognized by GRUMA. In the event of defects in the delivery, the Customer's counter rights, in particular in accordance with Clause IX.2. sentence 4 of these GTS, shall remain unaffected.
Claims of the Customer against GRUMA may not be relinquished.
Following the conclusion of the contract, if it should become apparent that GRUMA's entitlement to remuneration is jeopardised by the Customer's inability to pay, GRUMA shall be entitled to refuse performance in accordance with the statutory provisions and, after setting a deadline if necessary, to withdraw from the contract. Should a contract be concluded for the manufacture of non-fungible products (custom-made), GRUMA may immediately withdraw from the contract. Statutory provisions on the dispensability of setting a deadline shall remain unaffected.
The notice period for a pending direct debit payment is reduced to one day when using the SEPA Direct Debit Scheme. GRUMA shall only announce collection of equal recurring payments once a year.

V. Delivery Period

The delivery period for Goods shall start upon conclusion of the contract, but not before receipt of any documents, approvals, information to be provided by the Customer and/or any advance payments or deposits to be made. The delivery period shall be deemed to have been complied with if, by the time of its expiry, the Goods are made available for collection by GRUMA at its "Delivery Works" according to FCA (Incoterms 2020) (hereinafter "Readiness for Collection") or, for a Sales Shipment, the Goods are ready for dispatch (hereinafter "Readinessfor Dispatch"), and the Customer has been notified of the readiness for collection or dispatch. Compliance with the delivery deadline presupposes fulfillment of any of the Customer's contractual and cooperation obligations.
GRUMA reserves the right to adjust the delivery period if, after conclusion of the contract, the Customer wishes for changes to the Goods that are the subject of the contract.
The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of unforeseen, unavoidable and non-culpable events (e.g. interruption of operations, disruption of telecommunications, official interventions, delay in the delivery of essential raw materials, seizure, energy supply difficulties, war, insurrection, embargo, epidemics, pandemics as well as natural disasters), which demonstrably have a considerable influence on the completion, shipment or delivery of the Goods. This shall also apply if such events affect sub-suppliers. GRUMA shall not be responsible for the aforementioned circumstances, even if they occur during an already existing delay.
In the event that GRUMA is unable to meet an agreed delivery deadline, GRUMA shall immediately inform the Customer and at the same time notify him/her of the expected new delivery deadline. If the service is not available within the new delivery period either, GRUMA shall be entitled to withdraw from the contract in whole or in part; GRUMA shall immediately refund any compensation already paid by the Customer.
If the collection or, in the case of a Sales Shipment, the dispatch is delayed at the request of the Customer, the Customer shall be charged, starting one month after notification of readiness for collection or dispatch, for the costs incurred by the storage. If storage takes place at the Delivery Works, the Customer shall be charged at least 0.5% of the invoice amount for each month (if applicable, pro rata temporis), but no more than 5% of the invoice amount in total, whereby GRUMA reserves the right to claim higher storage costs, against which the charged costs shall be offset. The Customer can provide evidence of lower costs for the storage of the Goods. GRUMA shall however be entitled, after setting a reasonable deadline in writing, to otherwise dispose of the Goods and to supply the Customer again after expiry of the delay on the basis of the agreed delivery conditions and subject to a new delivery deadline.
The execution of the contract is subject to the proviso that there are no obstacles to the performance of the service due to national or international regulations, in particular export control regulations, as well as embargos or other sanctions. The Parties undertake to provide all information and documentation required for the export/transfer/import. Any delays caused by export inspections or approval procedures impede deadlines and delivery times. If required approval permits are not granted, the contract shall be deemed not to have been concluded with regard to the parts concerned; claims for damages shall be excluded in this respect due to the aforementioned failure to meet deadlines in accordance with Section XI of these GTS.

VI. packaging

A return of packaging material is excluded for packaging for which a dual system of waste disposal or a similar system has been established (packaging subject to system participation), which is recognized by the competent authority in accordance with the applicable packaging laws as amended. A return of packaging material is also excluded so long as GRUMA employs a suitable disposal company for the disposal in accordance with the applicable packaging laws as amended. In this case, the Customer shall be obliged to keep the packaging material ready and to hand it over to the disposal company, empty of residues.
If GRUMA agrees with the Customer that the latter waives his/her right of return for a flat-rate disposal fee, the Customer shall hand over the used packaging to a recognised disposal company that will ensure orderly disposal in accordance with the provisions of the applicable packaging laws.

VII Transfer of risks

Delivery shall be made ex works, either by handing over the Goods to the Customer himself/herself or his/her transport person ("Collection") or by handing them over to a transport person designated by GRUMA ("Dispatch"). The shipping term FCA "Delivery Works" (Incoterms 2020) shall apply. "Transport Person" within the meaning of these GTS means any person commissioned with the transport of the Goods (e.g. transport company or freight forwarder), or any other person or institution tasked with the transport of the Goods.
In the event of Collection or Dispatch, the risk of accidental loss and deterioration as well as the risk of delay shall pass over to the Customer as soon as the Goods have been handed over to the Customer or the Transport Person. This shall also apply if partial deliveries are made or GRUMA is providing other services (such as instruction).
If Collection does not take place on the specified date, GRUMA shall be authorized to Dispatch the Goods for the account and at the risk of the Customer.
If the Collection or, in the case of a Sales Shipment, the Dispatch is delayed due to circumstances for which the Customer is responsible, the risk shall pass over to the Customer from the day of notification of readiness for Collection or Dispatch.
Should the Customer be in default of acceptance or payment, or if the Customer genuinely and definitely refuses to accept the ordered Goods, GRUMA shall be entitled to withdraw from the contract and demand compensation for damages following a written reminder and setting a reasonable deadline.
Goods ready for collection or dispatched Goods, even if they have defects, are to be accepted by the Customer without prejudice to the rights under Section IX of these GTS, provided that these defects are not significant.

VIII Retention of Title

GRUMA shall retain title to the Goods sold until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (hereinafter "Secured Claim" and "Reserved Goods"). This retention of title shall also continue to exist if the claims are included in a current account and the balance has been struck and acknowledged.
The Customer is obliged to treat the Reserved Goods with care and to insure them at his/her own expense against theft, machine failure, water, fire and other damage. The Customer shall carry out any maintenance and inspection work in good time and at his/her own expense.
The Customer may neither pledge the Reserved Goods to third parties nor assign them as security before full payment of the Secured Claim.
The Customer shall immediately notify GRUMA in writing of any seizures, confiscations or other dispositions by third parties with regard to the Reserved Goods. The costs of correcting such measures shall be borne by the Customer.
The Customer is entitled to resell the Reserved Goods or to transfer their use to third parties in return for payment in the ordinary course of business. However, the Customer hereby transfers all claims against his/her customers or third parties from the resale or transfer of use to GRUMA in the amount of the invoice value of the initial sale of the Reserved Goods (incl. VAT) or in the amount of any co-ownership share of GRUMA plus 10%, depending on whether the Reserved Goods are passed on without or after processing, and without this requiring separate, special declarations of transfer. GRUMA shall accept the transfer of claims. The obligations of the Customer laid out in Clause VIII.4. of these GTS shall also apply with regard to the transferred claims. The Customer shall remain authorized to collect the transferred claim even after said transfer.GRUMA's authority to collect the claim itself shall remain unaffected, but GRUMA shall only make use of this authority if the Customer fails to meet his/her payment obligations towards GRUMA, if the Customer is not able to fulfil the contract, or if GRUMA asserts the retention of title by exercising a right in accordance with Clause VIII.8. of these GTS. In the event of default in payment, GRUMA may demand payment of the amounts due to GRUMA by the debtor into a trust account named by GRUMA. GRUMA may also demand that the Customer's debtors make payments to GRUMA and that, for this purpose, the Customer names the debtors of the transferred claim to GRUMA, hands over the associated documents and discloses the transfer to these debtors. In such a case, GRUMA shall also be entitled to revoke the authority of the Customer to further sell and process the Reserved Goods.
If the claim from the resale cannot be transferred to said extent because the claim falls under a current account agreement between the Customer and his/her customer, then the balance from the current account relationship shall be deemed relinquished after balancing to the extent that the claim from the resale is to be transferred in accordance with the above provisions. This insurance shall remain in place until the entire claims of the Customer against the third party have been settled.
The retention of title shall also extend to any products resulting from the processing, combination, mixing or blending of the Reserved Goods at their full value, in which case GRUMA shall be deemed the manufacturer. Should the Customer process, combine, mix or blend the Reserved Goods with other goods not belonging to GRUMA, GRUMA shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods to the other processed goods at the time of processing, combining, mixing or blending. The same shall otherwise apply to the resulting new product as to the Reserved Goods; they shall be deemed to be goods subject to retention of title within the meaning of these GTS.
In the event of breach of contract by the Customer, in particular for default in payment, GRUMA shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the Reserved Goods on the basis of the reservation of title. The demand for surrender shall not simultaneously include the declaration of withdrawal. GRUMA shall be entitled to demand only the surrender of the Reserved Goods and to reserve the right of withdrawal. In this case, the expiration of the delivery period shall be inhibited. Should the Customer not pay the purchase price due, GRUMA may only assert these rights if GRUMA has previously communicated, without success, a reasonable deadline for payment or if such a deadline is unnecessary under the statutory provisions.
GRUMA reserves the right, after removal of the hindrance to performance or provision of security, to supply delivery to the Customer subject to renewed validity and continuation of the agreed delivery period.
If the value that can be realized from the securities to which GRUMA is entitled exceeds the claims to be secured by more than 10%, GRUMA shall, at its own discretion, release securities at the Customer's request.

IX. Claims for material defects and defects of title, limitation period for material defects

The Goods are deemed free of material defects if: they have the quality agreed in the contract at the time of transfer of risk; they are suitable for the use assumed under the contract; and they have been handed over with any agreed accessories and the agreed instructions (including assembly and installation instructions) (hereinafter "Subjective Requirements"). Insofar as assembly is to be carried out in relation to the Goods, the Goods shall be deemed free of material defects if they comply with the Subjective Requirements and the assembly has been carried out properly, or if the assembly has been carried out improperly, but this is not the result of improper assembly by GRUMA or a flaw in the instructions handed over to the Customer by GRUMA. Subjective Requirements shall only be binding for GRUMA if they have been agreed upon in writing in the order confirmation or the offer. Should no Subjective Requirements have been agreed, the Goods shall be deemed free from material defects if they comply with the Objective Requirements at the time of transfer of risk. In deviation from §434 para. 3 no. 1 to 4 of the German Civil Code (BGB), "Objective Requirements" for the Goods are exclusively established by GRUMA's public statements in the specification sheet published at the time of conclusion of the contract on www.gruma.de (sub-pages included) for the Goods that are the subject matter of the contract. If no specification sheet is published there for the contractual Goods at the time of the conclusion of the contract, the Goods are deemed to comply with the Objective Requirements if they are suitable for normal use (§ 434 para. 3 sentence 1 no. 1 of the German Civil Code [BGB]). Concerning Goods with digital elements or other digital content, GRUMA shall only owe provision and, if applicable, updating of the digital content insofar as this explicitly results from a quality agreement pursuant to Clause IX.1.
If the Goods have a defect at the time of transfer of risk, the Customer's claim to subsequent performance shall include, at GRUMA's option, the free delivery of non-defective Goods (replacement delivery) or the free elimination of the defect (rectification). GRUMA shall be entitled to refuse to disassemble the defective item and/or to re-install it if GRUMA was not originally obliged to do so; Clause IX.5. of these GTC shall remain unaffected. GRUMA shall be entitled to decide whether to perform the supplementary service due depending on whether the Customer paid the purchase price due. However, the Customer shall be entitled to retain a reasonable part of the purchase price in relation to the defect. The Customer shall always grant GRUMA the necessary time and opportunity to carry out all rectification measures or replacement deliveries, which GRUMA has found necessary at its reasonable discretion; in particular to hand over the rejected Goods for inspection purposes or to allow access to these Goods. Otherwise, GRUMA shall be exempt from performing such services.
GRUMA shall in principle not be liable for defects of which the Customer is aware at the time of conclusion of the contract or is not aware due to gross negligence. The assertion of claims for material defects by the Customer, with the exception of those arising from contracts for work, presupposes that the Customer has properly fulfilled his/her obligation to inspect and give notice of defects in accordance with §377 and, if applicable, §381 of the German Commercial Code (HGB). Goods intended for installation or other further processing must always be submitted to inspection immediately before processing. If a defect becomes apparent upon shipment or delivery, inspection or at any later time, the Customer shall notify GRUMA in writing without delay. In any case, the Customer shall report any obvious defects in writing within seven working days from delivery or shipment and defects not recognisable during the inspection within the same period from the moment of discovery. However, defects must be notified in writing no later than twelve months following the delivery or shipment of the Goods. Transport damage that is visible externally must be reported in writing immediately, non-visible transport damage within three days after delivery or shipment of the Goods. The Customer shall submit a notice of defects in writing with the relevant documents and samples and, if applicable, photographs. GRUMA shall not be obliged to return goods sent back to it without its prior consent or to arrange for their storage. The Customer may not claim negligible material defects. Should the Customer fails to properly inspect the Goods and/or notify defects, GRUMA's liability for the defect not reported, not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.
The following limitation periods shall apply to rights in respect of defects, with the exception of the cases specified in Clauses XI.1 and XI.2 of these GTS and the entrepreneur's recourse arising from a final delivery to consumers, for which the statutory limitation periods shall apply:
1. GRUMA shall guarantee that the vehicles, machines and devices are free from material defects at the time of the transfer of risk for a period of twelve months, but no longer than 2,000 operating hours.
2. GRUMA shall also provide a warranty for the spare and replacement parts supplied and for repairs carried out for a period of twelve months, but no longer than 2,000 operating hours.The warranty period begins with the transfer of risk.
  There shall be no separate warranty period for rectifications and replacement deliveries under the warranty; the warranty period for the original Goods shall apply. However, the warranty period shall be extended by the duration of any interruption of operations caused by the rectification or replacement delivery.
  No warranty is given for used Goods.
Should a defect actually exist, GRUMA shall bear or reimburse the necessary and reasonable expenses for the inspection and subsequent performance, in particular transport, travel, labor and material costs as well as, if applicable, dismantling and installation costs in accordance with the statutory provisions. This shall not apply to additional expenses incurred because the Goods were later taken to a place other than the contractual place of fulfillment. If the Good is not defective, GRUMA may demand that the Customer refunds the costs incurred as a result of the unjustified request for rectification of a defect (in particular inspection and transport costs), unless the Customer was unable to recognize that the Good was not defective.Rectifications and repairs shall be carried out either at GRUMA's or at the Customer's site at GRUMA's discretion.
Subject to Section VIII. of these GTS, replaced parts shall, at GRUMA's discretion, remain the property of the Customer or become the property of GRUMA. If the rectification of defects takes place at GRUMA's site and the Customer retains ownership of the replaced parts, the return of these parts shall be paid for the benefit of the Customer.
The Customer may only claim for damages or reimbursement of futile expenses in the event of defects in accordance with Section XI of these GTS. Such claims are otherwise excluded.
1. GRUMA declines all responsibility for damages due to
1. the use of brute force,
2. incorrect use,
3. repair measures not carried out by GRUMA or trained staff,
4. the use of inappropriate oils and operating material and
5. parts that were not delivered by GRUMA.
GRUMA further declines all responsibility for the failure of or damage to wear parts caused by natural wear and tear.
If, through the fault of GRUMA, the delivered item cannot be used by the Customer in accordance with the contract as a result of failure to provide advice or of incorrect advice prior to or after conclusion of the contract, as well as a result of breach of other ancillary contractual obligations, the provisions of Sections IX. and X. of these GTS shall apply to the exclusion of further claims of the Customer.
If the contractual use of the unmodified Goods leads to the infringement of industrial property rights or copyrights, GRUMA shall, at its own expense, procure the right to further use for the Customer or modify the Goods in a manner reasonable for the Customer in order to eliminate said infringement of property rights.

If this is not possible on economically reasonable terms or within a reasonable period of time, the Customer shall be entitled to withdraw from the contract. GRUMA shall also be entitled to withdraw from the contract under the same conditions.

In addition, GRUMA shall indemnify the Customer against undisputed or legally established claims of the respective property right holders.

The obligations of GRUMA laid out in this document shall be conclusive in the event of infringement of property rights or copyrights. This is only the case if

the Customer shall inform GRUMA immediately of any claims of infringements of industrial property rights or copyrights,
the Customer supports GRUMA to a reasonable extent in the defense against the claims asserted or allows GRUMA to carry out the modification measures described above,
GRUMA reserves the right to all defensive measures, including out-of-court settlements, and
the defect of title does not result from an instruction from the Customer.

9. in the event of an entrepreneur's recourse, it shall be presumed that there were no defects at the time of the transfer of risk to the Customer if the Customer has dutifully inspected the Goods in accordance with this Section IX. but has not notified any defects in writing and in due time, unless such presumption is incompatible with the nature of the Goods or the defect. If the Customer asserts recourse claims, the Customer shall be treated by GRUMA as if he/she had implemented all legally permissible contractual options vis-à-vis his/her contractual partner (such as refusal of subsequent performance due to disproportionality or limitation of the reimbursement of expenses to a reasonable amount) in order to minimise the actual and financial expense of the contractual partner's warranty rights. Claims arising from entrepreneur's recourse are excluded if the defective Goods have been further processed by the Customer or another entrepreneur, e.g. if they have been assembled into another product. Claims under a right of recourse shall only exist if the Customer has not entered into any agreements with his/her customers that go beyond the statutory rights in respect of defects.

If the entrepreneur's recourse results from the final delivery of the Goods to an entrepreneur, GRUMA shall only be liable for intentional and grossly negligent conduct; Clause XI.5. of these GTS shall apply accordingly.

In all cases, the special statutory provisions on the reimbursement of expenses for the final delivery of the newly manufactured Goods to a consumer (entrepreneur's recourse pursuant to §§478, 445a, 445b or §§445c, 327 para. 5, 327u of the German Civil Code [BGB]) shall remain unaffected, unless an equivalent compensation has been agreed.

Provided that the Goods are equipped with a suitable and operational receiving device, GRUMA shall be entitled to eliminate defects in the Good's software by remote access by setting up a radio connection ("over the air"). This also applies to updates of the corresponding software. A restriction of functionality occurring during this process shall not be considered a defect.

X. Withdrawal or Reduction Rights of the Customer

The Customer may withdraw from the contract if GRUMA is unable to provide the complete service before the transfer of risk. In the event that GRUMA is visibly only temporarily prevented from performance, the Customer shall only be entitled to withdraw from the contract if GRUMA does not deliver within a reasonable period of time after resolving the cause of the inability to perform.
The Customer may also withdraw from the contract if, following an order for Goods of the same kind, the execution of part of the delivery becomes impossible due to insufficient quantities, and the Customer has a legitimate interest in refusing a partial delivery. If this is not the case, the Customer is entitled to reduce the compensation accordingly. Statutory provisions shall be observed when determining the reduction in value. The only decisive criterion for the reduction in value shall however be the Customer's interest.The Customer shall remain obliged to provide compensation in the event that the impossibility occurs during the delay in acceptance or if it is caused by the Customer.
The Customer also has the right to withdraw from the contract if
a) GRUMA allows a reasonable period, defined in writing, for subsequent performance due to a defect expire fruitlessly within the meaning of these GTS. This period for subsequent performance shall be set in such a way that it takes into account any ordering and delivery periods for necessary spare parts for carrying out the rectification or
b)if the subsequent performance has definitely failed, with at least two attempts having been granted.In the aforementioned cases, the Customer may at his/her discretion declare a corresponding reduction of the purchase price instead of withdrawing from the contract.
If, following completion of the subsequent performance, there are still insignificant defects, which can be assumed if the Goods are still suitable for the intended use, the Customer's right of withdrawal is excluded. In this case, the Customer shall be entitled to assert his/her right of reduction. Statutory provisions shall be observed when determining the reduction in value. The only decisive criterion for the reduction in value shall however be the Customer's interest.
The Customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if GRUMA is responsible for the breach of duty. A free right of termination of the Customer (in particular according to §§ 650, 648 BGB) is excluded. The statutory requirements and legal consequences shall otherwise apply.

XI. Liability

GRUMA shall be liable for damages - regardless of the legal reason - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, GRUMA shall only be liable, subject to statutory limitations of liability (e.g. own personal interest; insignificant breach of duty),
1. for damages resulting from injury to life, body or health,
2. for damages arising from the breach of a material contractual obligation (i.e. an obligation which must be fulfilled to even make proper performance of the contract possible and which the contractual partner shall and may expect to be fulfilled); in this case, however, GRUMA's liability shall be limited to compensation for foreseeable, typically occurring damage.
The limitations of liability resulting from Clause XI.1. do not apply if the Customer has fraudulently concealed a defect or assumed a guarantee for the quality of the Goods (in which case liability is limited to the extent to which the guarantee of quality was intended to protect the Customer against the specific damage that occurred), as well as for claims of the Customer under the Product Liability Act (PHG).
There shall be no reversal of the burden of proof associated with the above provisions.
Further claims, in particular claims for indemnification and for compensation for indirect or consequential damages, are excluded subject to the cases in Clauses XI.1. and XI.2. of these GTS.
The limitations of liability resulting from this Section XI. shall also apply to breaches of duty by persons (including for their own benefit) for whom GRUMA bears responsibility according to statutory provisions, as well as towards legal representatives and vicarious agents of the Customer.

XII. Licence

The software ("Embedded Software") contained in the Goods, if any, and its documentation, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights, are and shall remain the sole and exclusive property of GRUMA or its licensors. The software is licensed and not sold. GRUMA grants the Customer a revocable, non-exclusive, non-transferable license to use the software and the associated documentation. This license is granted solely for the use of the Goods. If the Customer is a reseller, the Customer shall be permitted to sublicence within the scope of resale.
Any independent software products ("Standalone Software") distributed are subject to separate license conditions, which are disclosed separately and take precedence over this Section XII.
The Customer shall not, either himself/herself or by granting permission to third parties, (i) copy or use the software for purposes other than those permitted under Clause XII.1. or in a separate license agreement; (ii) modify any part of the software, create derivative works from it, disassemble, decrypt, decompile or reverse engineer it to the extent that applicable laws provide otherwise; and/or (iii) remove, alter or obscure property notices (including copyright or trademark notices) of GRUMA, its affiliated companies (§§15 et seq. of the German Stock Corporation Act [AktG]) or its suppliers. The software is provided to the Customer in its current condition and without assurance of continuous availability and, unless otherwise agreed in writing, without the provision of updates and with all possible errors and defects it may contain.

XIII Data Protection

The Parties shall comply with the applicable data protection laws and process personal data in accordance with these in order to achieve the purpose of the contract and to provide the services owed under the contract. Further information on the handling of personal data and on the topic of data protection can be found at https://www.gruma.de/agb. Complementary information and agreements may become necessary for certain products and will be communicated prior to any data processing.

XIV Use of Data

Additional contractual conditions shall apply if the contractual product is equipped with a telematics unit in order to transmit basic vehicle data (serial number, KCU security code, country code, hardware version, software version) to GRUMA. These conditions can be obtained by writing to [email protected]. Basic vehicle data is collected and used for the operation of the vehicle. Additional services that require further data retrieval can be agreed upon. Personal data is subject to separately notified data processing provisions.

XV. Confidentiality

The Customer shall keep all information of which he/she becomes aware over the course of the contractual relationship with GRUMA (the "Contractual Relationship"), including prices, illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other information on inventions, ideas, concepts, drafts and designs (hereinafter collectively referred to as "Information") strictly confidential and shall not disclose such Information to third parties, even if a corresponding non-disclosure agreement has been concluded with such third parties.The German Act on the Protection of Business Secrets (GeschGehG) shall apply mutatis mutandis, whereby all information made known to the Customer within the framework of the contractual relationship shall be deemed to be a business secret, taking into account Clause XV.3.. of these GTS. The Customer shall conclude suitable contractual agreements to ensure that its employees and vicarious agents subject to the contractual relationship are also obliged to maintain secrecy in accordance with the provisions of this Section XV. The Customer shall also provide GRUMA with written proof of this upon request.
The Customer shall use information only for the purposes of the respective contractual relationship, and not to exploit it commercially or to make it the subject of industrial property rights.
The above obligations shall not apply to information which the Customer can prove was lawfully known to him/her prior to receipt by GRUMA, which was available to the public prior to receipt by GRUMA, which becomes available to the public after receipt by GRUMA with no responsibility on the part of the Customer, and to information which is made available to the Customer at any time by a third party authorized to do so to the best of the Customer's knowledge. Finally, the above obligations shall also not apply if the Customer is legally obliged to disclose information in judicial, official or other proceedings.
The Customer shall not make reference to existing business relationships with GRUMA for advertising purposes.
This obligation to maintain secrecy shall apply with its restrictions for a further ten years beyond the time of mutual fulfillment of the contract concluded between GRUMA and a Customer, unless statutory regulations require a further-reaching obligation to maintain secrecy.

XVI Applicable law; Place of Jurisdiction and Place of Fulfilment

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.
The place of jurisdiction for all disputes arising directly or indirectly from the contract, including for proceedings for the issuance of a seizure or a temporary injunction, shall be the registered office of the GRUMA company concluding the contract (GRUMA Nutzfahrzeuge GmbH: Friedberg; GRUMA Fördertechnik GmbH: Garching b. München). This shall not apply in cases where an exclusive place of jurisdiction has been named. GRUMA shall also be entitled to choose the court having jurisdiction over the Customer.
The place of fulfilment for the liabilities of the Parties shall be the selected Delivery Works or the registered office of the GRUMA company concluding the contract (GRUMA Nutzfahrzeuge GmbH: Friedberg; GRUMA Fördertechnik GmbH: Garching b. München), unless GRUMA and the Customer have agreed in writing on a different place of fulfilment.

Download link

Maintenance conditions

GRUMA Nutzfahrzeuge GmbH, Friedberg-Derching
GRUMA Fördertechnik GmbH, Garching-Hochbrück

(as of March 2020)

1. offer and conclusion of contract

1.1 The following "General Terms and Conditions of Maintenance" (hereinafter also referred to as "Terms and Conditions of Contract") shall apply exclusively to all offers and contracts for the performance of maintenance work (inspections, repairs and maintenance work) - hereinafter also referred to as "Services" - by the Contractor. The Contractor shall not recognize any terms and conditions of the Customer that deviate from or conflict with these Contract Terms and Conditions unless the Contractor has given its express written consent. Even if the Contractor performs the services without reservation in the knowledge of terms and conditions of the Customer that deviate from or conflict with these contractual terms and conditions, this shall not constitute consent - these contractual terms and conditions shall also apply in this case.

The Contractor's offers are subject to change. If the Customer's order qualifies as an offer, the Contractor may accept it within 15 working days. The orders placed shall only become binding upon written confirmation by the Contractor.

1.2 Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these Terms and Conditions of Contract. A written contract or the written confirmation of the Contractor shall be authoritative for the content of such individual agreements.

1.3 The Contractor reserves the right of ownership and, if copyrightable, the copyright to cost estimates, drawings and other documents. They may not be made accessible to third parties.

1.4 The underlying Maintenance Agreement and these Terms and Conditions shall only apply vis-à-vis an entrepreneur, a legal entity under public law or a special fund under public law pursuant to Section 310 (1) sentence 1 BGB.

2. maintenance that cannot be performed

2.1 The preliminary services rendered for the purpose of submitting a cost estimate as well as the further expenses incurred and to be substantiated (troubleshooting time equal to working time) shall be invoiced to the Customer if the Maintenance cannot be performed for reasons for which the Contractor is not responsible, in particular because

- Spare parts cannot be obtained,

- the client has culpably missed the agreed deadline,

- the contract has been terminated during its execution.

2.2 The object of Maintenance need only be restored to its original condition at the express request of the Customer against reimbursement of the costs, unless the work performed was not necessary.

2.3 For vehicles with telematics applies:

If a vehicle is equipped with telematics and sends data of the vehicle from the areas of service, vehicle configuration and vehicle status to the manufacturer or the contractor, this data is necessary for commissioning, maintaining operation, providing services as well as the use of separately bookable software and hardware solutions (connectivity). Connectivity may be restricted or suspended if unavoidable, temporary disruptions, interruptions or a reduction in the performance (speed) of the service occur due to force majeure (e.g. armed conflicts, severe weather, industrial action), the special conditions of the place of use (mining, radio blackout) or due to the performance of necessary maintenance, repair or other measures on the technical equipment of the manufacturer, the contractor or the technical equipment of third parties that provide data content information or transmission capacities.

In such cases, the Contractor shall not be obliged to perform, nor shall it be obliged to perform in the event of improper operation of the Telematics or if malfunctions are due to non-compliance with the installation or environmental conditions specified by the manufacturer.

The same applies if the Client changes the software or the software environment, including the hardware. In these cases, the parties will try to work out a joint approach and the steps required for this.

Contractor shall have the right to suspend performance of the Service, effective immediately, if any of the foregoing circumstances exist and, in Contractor's or Vehicle Manufacturer's sole discretion, immediately threaten the security, integrity or availability of the Service. In such circumstances, Contractor shall, in any event, use commercially reasonable efforts to provide Customer with an opportunity to remedy such breach or threat prior to such suspension.

If the data obtained by telematics are not made available to the Contractor in their entirety by either the Manufacturer or the Customer, the Contractor shall be released from its obligation to perform.

3. cost data, cost estimate

3.1 As far as possible, the Customer shall be given the estimated maintenance price upon conclusion of the contract, otherwise the Customer may set cost limits.

If the maintenance cannot be carried out at these costs or if the Contractor deems it necessary to carry out additional work during the maintenance, the Customer's consent shall be obtained if the stated costs are exceeded by more than 20%.

3.2 If a cost estimate with binding price estimates is desired prior to the execution of the Maintenance, this shall be expressly requested by the Customer. Unless otherwise agreed, such a cost estimate shall only be binding if it is submitted in writing. The services rendered for the purpose of submitting the cost estimate shall not be charged to the Customer insofar as they can be utilized in the performance of the Maintenance.

4. price and payment

4.1 The Contractor shall be entitled to demand a reasonable advance payment upon conclusion of the contract.

4.2 Unless otherwise stated, prices are always exclusive of statutory value added tax.

4.3 Payment shall be made upon acceptance and handover or sending of the invoice without discount.

4.4 The Client shall only have a right of set-off and retention if its counterclaims have been legally established, are ready for decision in a pending legal proceeding, are undisputed or have been acknowledged by the Contractor.

4.5 In the SEPA Direct Debit Scheme, the notice period for a pending direct debit shall be reduced to 1 day. The collection of recurring payments with the same amounts only needs to be announced by the Supplier once a year.

5. cooperation and technical assistance of the Customer in case of maintenance outside the Contractor's works

5.1 The Customer shall support the Contractor's maintenance personnel in the performance of the Maintenance at its own expense.

5.2 The Customer shall take the measures necessary to protect persons and property at the place of Maintenance. It shall also inform the Contractor's Maintenance Manager of existing special safety regulations insofar as these are of importance for the Maintenance personnel. He shall notify the Contractor of any violations of such safety regulations by the Maintenance personnel. In the event of serious violations, he may, in agreement with the Maintenance Manager, deny the offending party access to the Maintenance site.

5.3 The Customer shall be obliged to provide technical assistance at its own expense, in particular to

Provision of the necessary suitable assistants in the number and for the time required for the Maintenance; the assistants shall follow the instructions of the Maintenance Manager, The Contractor shall not assume any liability for the assistants. If a defect or damage has been caused by the auxiliary staff due to instructions of the Maintenance Manager, the provisions of Clauses 10. and 11. shall apply accordingly.
Provision of the necessary devices and heavy tools.
Provision of heating, lighting, operating power, water, including the necessary connections.
Provision of necessary, dry and lockable rooms for the storage of the tools of the Maintenance staff.
Protection of the maintenance site and materials against harmful influences of any kind, cleaning of the maintenance site.
Provision of suitable, theft-proof recreation rooms and work rooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the maintenance personnel.
Provision of materials and performance of all other acts necessary for adjustment of the object of maintenance and for performance of a contractually provided test.
5.4 The technical assistance of the Customer shall ensure that the Maintenance can be started immediately after the arrival of the Maintenance personnel and carried out without delay until acceptance by the Customer. Insofar as special plans or instructions of the Contractor are required, the Contractor shall make them available to the Customer in good time.

5.5 If the Customer does not comply with its obligations, the Contractor shall be entitled, but not obliged, after setting a deadline, to perform the actions incumbent on the Customer in its place and at its expense. Otherwise, the Contractor's statutory rights and claims shall remain unaffected.

5.6 The specified technical facilities as well as the required communication connections shall be provided and maintained by the Customer in a functional manner. Any changes made by the Customer to the technical environment shall be notified in advance and, if necessary, coordinated, insofar as they may have an impact on the agreed remote maintenance.

In the event of disruptions in the data transmission of individual vehicles equipped with telematics, the Customer shall immediately report any disruptions or irregularities.

When identifying, isolating, reporting and describing errors, the Client must follow the instructions provided by the Contractor.

The Customer shall provide technically and linguistically trained personnel for remote maintenance. In the event of error messages and questions, the Customer shall - insofar as ambiguities exist - transmit additional information and documents to the Contractor.

The Customer shall in particular ensure that no persons are endangered on its premises in connection with the performance of the service or that no damage to property can occur. If an intervention via teleservice/remote maintenance can lead to a risk to persons or property of the Customer, the Customer shall take and document any necessary protective measures in compliance with the requirements of occupational health and safety prior to an intended measure and notify the Contractor that the measure can be carried out safely (acknowledgement). In particular, the client must ensure that no persons are endangered in connection with the implementation of the intended measure.

5.7 The Customer undertakes, when providing the vehicle to its employees or third parties, to inform them that the data transmission in the vehicle is activated and that the Customer, supplier or manufacturer can obtain access to information about the vehicle and thus (indirectly) about the employee/third party (usage behavior, location, etc.). In the event that the data can be related to persons, it is the responsibility of the client to comply with the provisions of the Basic Data Protection Regulation, the Federal Data Protection Act and other protective laws.

6. transport and insurance in case of maintenance at the Contractor's plant

6.1 By commissioning the services, the Customer shall permit the Contractor to carry out transfer runs as well as test runs with the object of Maintenance.

6.2 Unless otherwise agreed in writing, any delivery and removal of the object of Maintenance carried out at the Customer's request - including any packaging and loading - shall be carried out at the Customer's expense, otherwise the object of Maintenance shall be delivered to the Contractor by the Customer at the Customer's expense and collected again by the Customer after the Maintenance has been carried out at the Contractor.

6.3 The Customer shall bear the risk of transport.

6.4 At the Customer's request, the outward and, if applicable, the return transport shall be insured against insurable transport risks, e.g. theft, breakage, fire, etc., at the Customer's expense. breakage, fire.

6.5 There shall be no insurance cover during the Maintenance period at the Contractor's works. The Customer shall ensure that the existing insurance cover for the object of Maintenance is maintained, e.g. with regard to fire, mains water, storm and machine breakage insurance. Insurance cover for these risks can only be procured at the express request and expense of the Customer.

6.6 If the Customer is in default of acceptance, the Contractor may charge storage fees for storage in its works. The object of Maintenance may also be stored elsewhere at the discretion of the Contractor. The costs and risk of storage shall be borne by the Customer.

7. maintenance period, maintenance delay

7.1 The information on maintenance periods is based on estimates and is therefore not binding.

7.2 The Customer may only demand the agreement of a binding maintenance period, which must be designated as binding, when the scope of the work has been precisely determined.

7.3 The binding Maintenance period shall be deemed to have been complied with if the object of Maintenance is ready for acceptance by the Customer by the time it expires or, in the event of a contractually stipulated test, for its performance.

7.4 In the event of additional and extension orders placed at a later date or in the event of necessary additional Maintenance work, the agreed Maintenance period shall be extended accordingly.

7.5 If the Maintenance is delayed due to measures within the scope of labor disputes as well as due to the occurrence of circumstances for which the Contractor is not responsible, a reasonable extension of the Maintenance period shall occur insofar as such obstacles can be proven to have a significant influence on the completion of the Maintenance.

7.6 If the Customer suffers damage as a result of the Contractor's delay, the Customer shall be entitled to demand a lump-sum compensation for the delay. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the Maintenance price for that part of the object to be maintained by the Contractor which cannot be used in due time due to the delay.

If the Customer sets the Contractor - taking into account the statutory exceptions - a reasonable deadline for the performance of the service after the due date and if the deadline is not met, the Customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. He undertakes to declare within a reasonable period of time upon the Contractor's request whether he will exercise his right of rescission.

Further claims due to default shall be determined exclusively in accordance with Section 11.3 of these Terms and Conditions.

7.7 Notwithstanding Section 11.3, the Contractor may, at its option, instead of a lump-sum compensation for delay pursuant to Section 7.6 paragraph 1 of these Terms and Conditions, also provide the Customer with an item comparable to the object of Maintenance during the period of delay, insofar as this is reasonable for the Customer.

8. decrease

8.1 The Customer shall be obliged to accept the Services as soon as it has been notified of their completion and any contractually stipulated testing of the object of Maintenance has taken place. If the Maintenance proves not to be in accordance with the contract, the Contractor shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the Customer or is due to a circumstance attributable to the Customer.

If there is a non-substantial defect, the Customer may not refuse acceptance.

8.2 If acceptance is delayed through no fault of the Contractor, acceptance shall be deemed to have taken place after 12 working days have elapsed since notification of completion of the performance.

8.3 Upon acceptance, the Contractor's liability for recognizable defects shall cease, unless the Client has reserved the right to assert a specific defect.

9. retention of title, extended lien

9.1 The Contractor shall retain title to all accessories, spare parts and replacement aggregates used until receipt of all payments under the Maintenance Agreement. Further security agreements may be made.

9.2 The Contractor shall be entitled to a lien on the object of Maintenance of the Customer which has come into its possession on the basis of the contract on account of its claim under the Maintenance contract. The lien may also be asserted on account of claims from previously performed work, spare parts deliveries and other services insofar as they are connected with the object of Maintenance. The right of lien shall apply to other claims arising from the business relationship only to the extent that they are undisputed or have become res judicata.

9.3 If the object of Maintenance is combined with spare parts and the like of the Contractor and if the object of Maintenance is to be regarded as the main object, the Customer shall transfer co-ownership to the Contractor on a pro rata basis until payment has been made in full, insofar as the object of Maintenance belongs to it. The Customer shall keep the co-ownership for the Contractor.

10. claims for defects

10.1 After acceptance of the performance, the Contractor shall be liable for defects in the Maintenance to the exclusion of all other claims of the Customer, notwithstanding Clauses 10.4 and 11, in such a way that it shall remedy the defects. The Customer shall immediately notify the Contractor in writing of any defect discovered.

10.2 The Contractor shall not be liable if the defect is insignificant for the interests of the Customer or is due to a circumstance attributable to the Customer. This shall apply in particular with regard to parts provided by the Customer.

10.3 In the event of any improper modifications or repair work carried out by the Customer or third parties without the Contractor's prior consent, the Contractor's liability for the resulting consequences shall be waived. Only in urgent cases of danger to operational safety and to avert disproportionately large damage, in which case the Contractor must be notified immediately, or if the Contractor - taking into account the statutory exceptions - has allowed a reasonable period set for it to remedy the defect to expire fruitlessly, shall the Customer be entitled within the framework of the statutory provisions to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from the Contractor.

10.4 If the Contractor - taking into account the statutory exceptions - allows a reasonable period of time set for him to remedy the defect to expire fruitlessly, the Customer shall be entitled to a reduction within the framework of the statutory provisions after the subsequent performance has failed twice. Only if the performance is demonstrably of no interest to the Client despite the reduction, the Client may withdraw from the contract.

Further claims shall be determined exclusively in accordance with Section 11.3 of these Terms and Conditions.

11 Liability of the Contractor, Disclaimer

11.1 If parts of the object of Maintenance are damaged through the fault of the Contractor, the Contractor shall, at its option, repair or replace them at its own expense. Notwithstanding clause 11.3, the obligation to pay compensation shall be limited in amount to the contractual Maintenance price.

11.2 If, due to the Contractor's fault, the object of Maintenance cannot be used by the Customer in accordance with the contract as a result of omitted or defective execution of suggestions and consultations made before or after conclusion of the contract as well as other contractual ancillary obligations - in particular instructions for operation and maintenance of the object of Maintenance - the provisions of Clauses 10, 11.1 and 11.3 shall apply to the exclusion of further claims of the Customer.

11.3 For damage that has not occurred to the object of Maintenance itself, the Contractor shall be liable - for whatever legal reasons - only

in the case of intent,
in the case of gross negligence on the part of the owner/the organs or executive employees,
in the case of culpable injury to life, body, health,
in the case of defects which it has fraudulently concealed,
within the scope of a guarantee promise,
insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects.
In the event of culpable breach of material contractual obligations, the Contractor shall also be liable in the event of gross negligence of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.

Further claims for damages are excluded.

12. statute of limitations

All claims of the Client - on whatever legal grounds - shall become statute-barred after 12 months. The statutory periods shall apply to claims for damages pursuant to Clause 11.3 a) - d) and f). If the Contractor performs maintenance work on a building and thereby causes its defectiveness, the statutory periods shall also apply.

13 Jurisdiction, Applicable Law

13.1 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for both parties and for all present and future claims arising from the business relationship shall be the Contractor's principal place of business or - at the Contractor's option - the place of business of the branch office which concluded the contract.

13.2 All claims arising from or in connection with the underlying contract shall be governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

Download link

(as of: January 2016)

1. scope

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "GTCP") shall apply to all contracts for deliveries and services including contracts for work and services concluded by GRUMA Nutzfahrzeuge GmbH, Äussere Industriestraße 22, 86316 Friedberg-Derching or GRUMA Fördertechnik GmbH, Daimlerstraße 4, 85748 Garching-Hochbrück (both hereinafter referred to as "GRUMA"), unless expressly agreed otherwise. General terms and conditions of delivery or business of suppliers or work contractors (hereinafter jointly referred to as "Suppliers") that deviate from these GPC shall not become part of the contract, even if GRUMA does not expressly object to them.

1.2 The GPC in the version valid at the time of conclusion of the contract shall be deemed accepted by the Supplier at the latest upon receipt of the order confirmation by GRUMA; in case of a contractual offer by GRUMA, at the latest upon receipt of the order confirmation by the Supplier by GRUMA.

1.3 Our (field) staff and commercial agents are not authorized to make agreements or promises that deviate from our GPC; rather, this requires legally valid signed individual agreements by employees authorized to represent the company.

1.4 Our GPC shall only apply to natural persons or legal entities or partnerships with legal capacity who, at the time of conclusion of the contract, are acting in the exercise of their commercial or independent professional activity (entrepreneurs), to legal entities under public law or to a special fund under public law.

2. orders

2.1 Purchase orders as well as their acceptance by the Supplier and delivery call-offs by GRUMA (including any amendments and supplements) may be declared in written or electronic form.

2.2 If the Supplier's order confirmation is not available to GRUMA within five working days after receipt of the order, GRUMA shall be entitled to revoke the order.

3. scope and content of the obligation to perform

3.1 The Supplier may only subcontract with the consent of GRUMA, unless it is merely a matter of supplying marketable parts. Delivery call-offs shall be binding with regard to the type and quantity of the goods called off as well as the delivery time. Partial deliveries require our consent.

3.2 GRUMA shall only accept the ordered quantities or numbers of items. Over- or under-deliveries shall only be permissible after prior agreement with GRUMA. If partial quantities have been agreed, the Supplier shall be obligated to inform GRUMA of the remaining quantity for each partial delivery.

3.3 In the case of devices, a technical description and instructions for use shall be supplied free of charge.

3.4 Packaging, Transport - The goods shall be packaged in a suitable manner, carefully and properly, in accordance with the specifications of GRUMA and in accordance with the specifications of the end customer's office responsible for packaging. The Supplier shall provide GRUMA with the packaging data with regard to the required and necessary information in a form specified by GRUMA. In the event that the packaging data provided by the supplier is incorrect or incomplete, the supplier must reimburse GRUMA for all resulting costs. Delivery bills must be made out in writing. The Supplier shall comply with the specifications of the packaging guidelines at GRUMA for goods accompanying documents (physical or electronic documents).

4. change of performance

4.1 If it becomes apparent during the performance of the contract that deviations from the originally agreed specification are necessary or expedient, the Supplier shall notify GRUMA thereof without delay. GRUMA shall then inform the Supplier in writing whether and, if so, which changes the Supplier has to make to the original order. If the costs incurred by the Supplier in the performance of the contract change as a result of this, both GRUMA and the Supplier shall be entitled to demand a corresponding adjustment of the remuneration due to the Supplier.

4.2 GRUMA may request changes to the performance even after conclusion of the contract, provided this is reasonable for the Supplier. In the event of such a change to the contract, the effects, in particular with regard to additional or reduced costs as well as delivery dates, shall be reasonably taken into account by both contracting parties.

5. delivery time

5.1 Agreed deadlines for deliveries and services shall be binding. The receipt of the goods or other services by GRUMA or by the recipient specified by GRUMA shall be decisive for compliance with the delivery date or delivery period.

5.2 If delays are to be expected or have occurred, the Supplier shall notify GRUMA immediately in writing.

5.3 If the Supplier also fails to deliver or perform within a grace period set by GRUMA, GRUMA shall be entitled, even without warning, to refuse acceptance, to withdraw from the contract or to claim damages for non-performance. GRUMA shall also be entitled to withdraw from the contract if the Supplier is not responsible for the delay.

5.4 GRUMA reserves the right to claim an agreed contractual penalty for improper performance (§ 341 BGB) until final payment.

6. transfer of risk

6.1 Irrespective of the agreed pricing, the risk shall pass to GRUMA in the case of delivery without installation or assembly upon receipt at the delivery address specified by GRUMA and in the case of delivery with installation or assembly upon successful completion of acceptance by GRUMA. Commissioning or use shall not replace the declaration of acceptance.

6.2 Title to the delivered goods shall pass to GRUMA upon payment. Any extended or expanded retention of title is excluded.

7. prices and payment

7.1 The price stated in the order is binding. Unless otherwise stated, the statutory value added tax is not included in the price.

7.2 Invoice, delivery bill and dispatch bill must bear our order no., part no., drawing no. and commission. We shall be entitled to reject invoices on which these details are missing.

7.3 Payments shall not constitute recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, GRUMA shall be entitled, without prejudice to its other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper performance.

7.4 Unless otherwise agreed, payment of the invoice shall be made either within ten working days of receipt of the invoice with a deduction of three percent of the net price or within thirty calendar days of receipt of the invoice and provision of the consideration. Payment shall be made subject to invoice verification.

7.5 The assignment of payment claims of the Supplier against GRUMA shall require the prior consent of GRUMA, whereby GRUMA shall be obligated to grant such consent if the new creditor, upon disclosure of the assignment, indemnifies GRUMA against a claim in the event of an erroneous payment by GRUMA to the old creditor.

8. import and export regulations, customs

8.1 In the case of deliveries and services from a country outside Germany that is a member of the EU, the Supplier shall provide its EU VAT ID number.

8.2 Imported goods shall be delivered duty paid. The Supplier shall be obliged to provide the declarations and information required under Regulation (EC) No. 1207 /2001 at its own expense, to permit inspections by the customs authorities and to provide the required official confirmations.

8.3 The Supplier shall be obligated to inform GRUMA in detail and in writing of any licensing requirements for (re-)exports in accordance with German, European, US export and customs regulations as well as export and customs regulations of the country of origin of the goods.
8.4 The Supplier must inform GRUMA of possible export restrictions with regard to the goods and means of production which are applicable in the country of manufacture and/or the place of delivery. The supplier must inform GRUMA to the extent that the goods and means of production are subject to an export/re-export permit under US law/US regulations. The notices shall be addressed directly to GRUMA. At the supplier's request, GRUMA shall provide the supplier with a declaration/notification.

9. quality

9.1 The Supplier must be certified in accordance with the currently valid edition of "ISO/TS 16949", at least, however, in accordance with DIN ISO 9001, and comply with the same; the certification shall be proven to GRUMA by presentation of a corresponding certificate. GRUMA and the Supplier may agree in writing on deviations from the requirements according to sentence 1.

10 Obligation to examine and give notice of defects, claims for defects and recourse

10.1 GRUMA shall inspect incoming goods only with regard to externally visible damage and externally visible deviations in identity and quantity. GRUMA shall give notice of such defects without delay. GRUMA reserves the right to carry out a more extensive incoming goods inspection. Furthermore, GRUMA shall give notice of defects as soon as they are detected in the ordinary course of business. In this respect, the Supplier waives the objection of delayed notification of defects.

10.2 Defective deliveries shall be replaced immediately by deliveries free of defects and defective services shall be repeated free of defects. In the event of development or design defects, GRUMA shall be entitled to immediately assert the rights provided for in Clause 10.4.

10.3 Rectification of defective deliveries or services shall require GRUMA's consent. During the time in which the object of the delivery or service is not in our custody, the Supplier shall bear the risk.

10.4 If the Supplier does not remedy the defect even within a reasonable grace period granted to it, GRUMA may, at its option, withdraw from the contract or reduce the remuneration and claim additional damages in each case.

10.5 In urgent cases (in particular if operational safety is endangered or to prevent exceptionally high damages), to remedy minor defects and in the event of a delay of the Supplier in remedying a defect, GRUMA shall be entitled, after prior information of the Supplier and expiration of a grace period which is reasonably short for the situation, to remedy the defect and any resulting damages itself at the expense of the Supplier or to have them remedied by a third party at the expense of the Supplier. This shall also apply if the supplier delivers or performs late and GRUMA must remedy defects immediately in order to avoid its own delay in delivery.

10.6 The warranty claims to which GRUMA is entitled shall become statute-barred in the case of deliveries of goods 12 months after the transfer of risk, unless otherwise agreed between the Supplier and GRUMA. If the goods are procured for resale or for use in the manufacture of GRUMA machines or products (e.g. special construction), the limitation period shall begin at the time when the limitation period for defects for the GRUMA product equipped with the goods begins to run, but no later than six months after delivery of the goods to GRUMA.

10.7 The limitation of claims shall be suspended as long as the goods are at the Supplier's premises or at the Supplier's agents' premises for inspection for defects or for rectification of defects.

10.8 For parts of the delivery or service repaired or repaired within the limitation period, the limitation period shall start anew at the time when the Supplier has fully satisfied GRUMA's claims for subsequent performance.

10.9 If the Supplier has to deliver or perform in accordance with our plans, drawings or other special requirements, the conformity of the delivery or service with the requirements shall be deemed expressly warranted. Should the delivery or service deviate from the requirements, GRUMA shall immediately be entitled to the rights specified in Clause 10.4.

10.10 Our statutory rights shall otherwise remain unaffected.

11. property rights

11.1 The Supplier shall be liable for ensuring that neither the goods delivered or services rendered by it nor their further delivery, processing or use by GRUMA infringe any third party property rights, in particular utility models, patents or licenses.

11.2 The Supplier shall indemnify GRUMA and other contractual partners of GRUMA against claims of third parties arising from any infringements of property rights and shall bear all costs incurred by GRUMA in this connection.

11.3 In the event of conflicting property rights of third parties, the Supplier shall, at its own expense, obtain the consent or authorization, also effective for GRUMA, for further delivery, processing and use from the entitled party.

11.4 Drawings and models which we provide for the execution of an order shall remain our property and shall be returned to us after the execution of the order has been completed. The supplier shall be liable for loss or damage or misuse. Misuse is any use for purposes other than the fulfillment of the contract towards us. Transfer to third parties is only permitted with our consent.

12. retention of title, provision, tools

12.1 Technical documents, tools, works standard sheets, means of production, etc. provided by GRUMA shall remain the property of GRUMA; all trademark rights, copyrights and other industrial property rights shall remain with GRUMA. The Supplier shall return these to GRUMA, including all duplicates made, immediately after execution of the order without being requested to do so; in this respect, the Supplier shall not be entitled to assert a right of retention. The Supplier may only use the aforementioned items for the execution of the order and may not hand them over or otherwise make them accessible to unauthorized third parties. Duplication of the aforementioned items is only permitted to the extent that it is necessary for the execution of the order.

12.2 If the Supplier manufactures the items specified in Clause 12.1 sentence 1 for GRUMA in part or in full at our expense, Clause 12.1 shall apply mutatis mutandis, whereby we shall become (co-)owner upon manufacture in accordance with our share of the manufacturing costs. The Supplier shall keep these items for GRUMA free of charge; GRUMA may at any time acquire its rights with regard to the item with reimbursement of expenses not yet amortized and demand the return of the item.

13. repeated defaults

13.1 If the Supplier again provides essentially the same or similar deliveries or services in a defective or delayed manner after a written warning, GRUMA shall be entitled to withdraw from the contract immediately. In this case, our right of withdrawal shall also include such deliveries and services which the Supplier is still obliged to provide to GRUMA in the future under this or another contractual relationship.

14. indemnification in case of material defects and defects of title

14.1 The Supplier shall indemnify GRUMA against all claims asserted against GRUMA by third parties - irrespective of the legal grounds - due to a material or legal defect or any other defect of a product supplied by the Supplier and shall reimburse GRUMA for the necessary costs of our legal action in this respect. The same shall apply if a claim is made against GRUMA on the basis of product liability if and to the extent that the damage was caused by a defect in the contractual object supplied by the supplier. In cases of fault-based liability, however, this shall not apply insofar as the Supplier is not at fault. In such cases, the Supplier shall indemnify GRUMA in the corresponding amount against all costs, including the expenses for required recall actions, and the statutory costs of required legal action. In all other respects, the statutory provisions shall apply.

15. provision of material

15.1 Material provided by GRUMA shall remain the property of GRUMA and shall be stored by the Supplier free of charge and with the diligence of a prudent businessman separately from its other property and shall be marked as property of GRUMA. It may only be used for the execution of GRUMA's order. Damage to the material provided shall be replaced by the Supplier.

15.2 If the Supplier processes the material provided or transforms it, this activity shall be carried out for GRUMA. GRUMA shall become the direct owner of the new items created in this process. If the material provided constitutes only part of the new items, we shall be entitled to co-ownership of the new items in proportion to the value of the material provided contained therein.

16. secrecy, data protection

16.1 The Supplier shall be obliged to treat as confidential and not disclose to third parties all commercial and technical details which are not in the public domain and which become known to it as a result of the business relationship.

16.2 The manufacture for third parties, the display of products manufactured especially for us, in particular according to plans, drawings or other special requirements of GRUMA, publications concerning the orders and services as well as the reference to this order vis-à-vis third parties, shall require the prior written consent of GRUMA.

16.3 GRUMA points out that personal data related to the business relationship with the Supplier will be stored by GRUMA and that such data will also be transmitted to companies affiliated with GRUMA in the group of companies.

17. spare parts

17.1 Irrespective of whether a supply contract continues, the Supplier undertakes to supply GRUMA or third parties designated by it with goods in sufficient quantities for use as spare parts for a period of fifteen (15) years after completion of the supply of goods by the Supplier for GRUMA's series production or for a shorter period determined in writing by GRUMA. The Supplier shall ensure that its subcontractors comply with the provisions contained in Section 17.1. One year prior to the expiry of the aforementioned period, the Supplier shall submit to GRUMA in writing proposals for the economically reasonable supply of spare parts for the period thereafter. The Supplier's proposals shall be based on GRUMA's demand forecasts, which shall be made available to the Supplier upon GRUMA's corresponding written request.

17.2 During the term of a supply contract, the price of the goods used as spare parts shall be determined by the series price agreed in the supply contract. For the delivery period extended in accordance with clause 17.1 above, the price shall be agreed separately by both parties.

17.3 GRUMA and its affiliated companies shall be entitled to purchase the goods used as spare parts directly from sub-suppliers of the Supplier or from any third party.

18. insurance

18.1 The Supplier shall take out, at its own expense, business and product liability insurance as well as any other necessary insurance to an appropriate extent customary in the industry with a reputable and solvent insurance company, which shall cover the Supplier's liability towards GRUMA and third parties to the extent required. Upon request, the Supplier shall provide GRUMA at any time and without delay with evidence of the existence and scope of coverage of these insurance policies.

18.2 The existence of an insurance contract shall not result in a restriction of the Supplier's obligations arising from these Terms and Conditions of Purchase.

19. final provisions

19.1 The place of performance shall be the respective delivery address specified.

19.2 If the Supplier is a merchant, the place of jurisdiction shall be the respective registered office of GRUMA Nutzfahrzeuge GmbH or GRUMA Fördertechnik GmbH. However, GRUMA shall also be entitled to file a claim against the Supplier at its registered office.

19.3 The contractual relations shall be governed exclusively by German law, excluding the conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG, UN Sales Convention).

19.4 If the Supplier suspends its payments or if insolvency proceedings are filed against its assets or extrajudicial composition proceedings are applied for, GRUMA shall be entitled to withdraw from the contract for the part not fulfilled or to terminate the contract.
19.5 If individual clauses of these GPC are invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.

Download link

Assembly conditions and on-site services for GRUMA racking technology

- GRUMA Nutzfahrzeuge GmbH, Friedberg-Derching
- GRUMA Fördertechnik GmbH, Garching-Hochbrück
(as of April 2018)

1. site conditions

1.1 All access roads are paved and can be driven on by a 24 t tractor-trailer. The
installation site must be closed on all sides, cleared, swept clean, dry and accessible without obstruction
. Other trades must comply with the UVV regulations and clear the installation site.
It must be possible to drive the long goods (max. frame height) from the truck to the installation site using a forklift
. There must be a sufficient door opening for bringing in the goods. In addition
to the installation area, a dry, roofed area must be available for storing the materials and
pre-assembling the rack components. Unloading of the trucks is not included in the assembly price,
but can be taken over by the contractor, against reimbursement of costs.

1.2 The floor corresponds at least to the requirements of FEM 9.831. The floor corresponds in
evenness at least to the requirements of DIN 18202 table 3 line 4. The floor slab can absorb the point loads
by the shelf supports, according to the load requirements. The soil quality (min. C20/25 according to
DIN EN 209-1/ DIN 1045-2) must allow dowelling to a depth of at least 110 mm with expansion anchors.
Special features (magnesite, underfloor heating, etc.), as well as undercutting of the soil quality, must be communicated to the contractor at
without being requested to do so. It is assumed that the
concrete floor slab will withstand the compressive loads of the plant components and that the ground unevenness of the
floor slab will not exceed the tolerances specified in the FEM - guidelines. Proof of
the load-bearing capacity of the floor must be provided by the customer. When installing on basement and floor slabs
, the load-bearing capacity and suitability of the slab construction must be checked. Additional work for
existing deviations from the specified tolerances, such as floor quality, floor unevenness
and floor subsidence will be shown separately and invoiced separately. An
installation on asphalt and composite pavement floors is not possible without appropriately dimensioned
strip foundations.

1.3 It must be possible to drill the dowel holes without hindrance. For
reinforcement diameters > 6 mm, increased drill wear and additional installation work is to be expected at
, which will be invoiced separately.

1.4 The presence of expansion joints underneath the racking technology is not taken into account. Their location and
property must be communicated to the contractor at an early stage. Movement within the
joints, after installation of the system, will introduce impermissible forces into the racking technology. Additional
static calculations and necessary adjustments of the racking technology will be invoiced separately
.

1.5 Official approvals and requirements, even if they concern the delivery, do not fall within the scope of responsibility of the contractor
. The system is designed by the contractor in accordance with the
requirements of the employers' liability insurance associations (BGR 234). The design of the racking technology is based
on the current European standard DIN EN 15512-DE. It is the responsibility of the client to check whether local
building authorities have any requirements that deviate from this, in particular for racking systems with a top edge
of load > 7.5 m. Additional static calculations and required adjustments to the racking technology
will be invoiced separately.

1.6 If the facilities are to be installed in earthquake-prone areas, it is necessary for the
client to indicate the respective use so that the necessary measures
can be determined. Earthquake loads are additional local loads that are not taken into account as standard in the calculation and
design of the components.

2. general assembly conditions

2.1 The assembly includes the complete assembly of the shelves as well as the doweling and alignment according to
the drawing and material list. Prior to the start of assembly, a
responsible employee of the Customer must be named to the Contractor's assembly manager. Construction electricity (220V), sanitary and
social facilities as well as a forklift with at least 2 t lifting capacity and a lifting height corresponding to the
height of the racking technology shall be provided by the Client free of charge
for the entire construction phase, unless otherwise agreed.

2.2 The fixed installation price refers to installation under normal environmental conditions and
prevailing plus temperatures (> +5°C). In case of assembly in a cold store, an additional
cold store surcharge of 50 % on the fixed assembly price shall be charged. In this case, the cold storage clothing will be provided to the assembly team
by the customer.

2.3 The calculation of the installation costs is based on an unrestricted working possibility on
working days between 7.00 am to 7.00 pm.

2.4 The assembly site must be secured for welding work in accordance with the relevant accident prevention regulations
. Appropriate health and safety precautions must be taken on site.

2.5 Sufficient illumination of the installation area with approx. 200 lux is provided by the customer.

2.6 The installation of the plant shall be carried out in accordance with the drawings or installation plans.
Erroneous planning and additional expenses based on incorrect specifications by the Customer,
shall not be borne by the Contractor. Changes to the agreements made or
acceptance of work that does not belong to the assembly part must be discussed with the
contractor before the start of work and ordered separately.

2.7 Any damage to the equipment caused by other trades or the Client shall be borne by
the Client.

2.8 After the end of the assembly, the Contractor shall clean the hall floor "broom clean".
Further cleaning of the floor and cleaning of the racking system are not included in the scope of services
.

2.9 Only recyclable materials such as e.g. wood,
steel straps and cardboard are used for the packaging of the shelving components. The disposal of the packaging materials shall be at the expense of the
Customer. This can be taken over by the contractor against reimbursement of costs.

3. schedule delays

3.1 Deviations from agreed assembly dates from the respective individual contracts, which are caused by the client
or on-site obstructions, must be accepted by the client.

3.2 Should there be obstructions on the day of delivery, storage costs in the net amount of EUR
120,- per week and truck plus a one-time net amount of EUR 240,- per truck for loading and unloading will be charged.

3.3 The costs for storage shall also be due if postponements are not notified in writing at least 4 full weeks
before planned delivery.

3.4 If the Customer does not meet its obligations to cooperate by the agreed delivery date and the subsequent start of assembly
, the Contractor shall be entitled to claim further costs
.

3.5 Waiting times and assembly interruptions for which the Contractor is not responsible as well as
additional services shall be invoiced on an hourly basis and according to the cost of materials.

4. general regulations

4.1 The installation work shall be carried out in accordance with the above conditions, unless deviations are expressly agreed in writing
.

4.2 Use of the equipment, even partially, prior to acceptance shall be deemed equivalent to acceptance by the Customer.

4.3 Deadlines and price calculations for assembly are only valid if the aforementioned conditions for
proper execution of an assembly are fulfilled by the client. Inspections
of connecting trades that have not been agreed, e.g. sprinkler systems, electrical installations, etc., do not fall within the area of responsibility of the
contractor.

4.4 In addition, the GRUMA General Terms and Conditions of Sale and Delivery shall apply.

Download link

For products with a telematics unit, the telematics terms of use of the respective product manufacturer apply. These can be found on the manufacturer's pages.

	Linde Material Handling https://www.linde-mh.de/de/
	Case IH https://myaccount.caseih.com/de-DE/Home/EULA#DPA
	Steyr https://account.mysteyr.com/de-de/Home/EULA
	JCB https://www.jcbll.com/Live/JCBLiveLink/HelpReference/JCB/terms_conditions/terms_de-DE.htm

Download link

Registration and seminar fee

Registrations must always be made in writing and can be submitted via the online registration form provided on the website, the online store, by letter, by fax or by e-mail. For registration, the first and last name of the participant, the date and place of birth, the billing address, the e-mail address (of the participant and/or, in the case of company registration, of the contact person of the company) as well as the course name and course date and location are required. For advanced courses, proof of previous practical experience, confirmed by the entrepreneur, is required. The amount of the participation fee is stated in the respective seminar description and applies per participant. All prices are exclusive of value added tax. The seminar fees include all seminar documents and lunch and break catering.

Confirmation of registration and participation

After the order has been processed, you will receive a written booking confirmation with details of the seminar price and organizational information. After successful participation in the seminar, the participant will receive a qualified certificate of participation.

Minimum number of participants for face-to-face seminars

If the minimum number of participants is not reached or if the seminar cannot be held for other reasons, the GRUMA Academy reserves the right to cancel a seminar. Seminar fees already paid will be refunded in full. In this case, there shall be no further claims for compensation or cancellation against the GRUMA Academy.

Cancellation conditions

Cancellations by participants must be made in writing. For cancellations up to 10 days before the start of the seminar, a processing fee of 20% of the order value, but at least 25.00 euros plus VAT, will be charged. In case of later cancellation or no-show of the participant, the full fee will be charged. The substitute nomination of another participant is possible free of charge.

Classroom events and event times

Precedence seminars can be held both at GRUMA Academy's own seminar centers and at the customer's premises, provided that the customer can provide the necessary equipment for this purpose. Unless otherwise specified, the seminars shall begin at 7:30 a.m. and end around 4:30 p.m. each day. Deviating times will be communicated. Seminar regulations and seminar times are binding. The GRUMA Academy reserves the right to exclude participants who violate this rule from further participation.

Hotel reservations

Hotel reservations must be made independently by the seminar participants. Recommendations can be made by the GRUMA Academy if required.

Copyright

The seminar documents contain information protected by copyright. All rights, including those of translation, reprinting and reproduction of the documents, in whole or in part, are reserved. The processing, duplication, distribution or publication of the documents in any form, in particular using electronic systems, is not permitted.

1. scope of application, definitions

1. 1 These General Terms and Conditions (hereinafter "GTC") of GRUMA Nutzfahrzeuge GmbH and GRUMA Fördertechnik GmbH (hereinafter "Organizer") apply to all contracts for participation in courses and seminars (hereinafter "Event") that a consumer or entrepreneur (hereinafter "Customer") concludes with the Organizer with regard to the Events presented on the Organizer's website. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
1.3 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity.

2. services of the organizer

2.1 The organizer offers both online and face-to-face events. The content of the event results from the respective course description on the website of the organizer.
2.2 In the case of online events, the organizer provides its services in electronic form via online video conference or via access to an online training platform with recorded learning content using appropriate technical means (so-called "online training"). For this purpose, the organizer shall provide the customer with suitable application software or access data before the start. After ordering one of our online training courses, you will receive access to our training portal. Please note that your access will be deactivated upon completion of the respective training, at the latest 45 days after activation. This also applies to the unsuccessful completion of the training. Access is therefore only granted for the duration of the training course. For error-free participation in the online training courses, the customer's system must meet certain minimum requirements, which are communicated to the customer on the organizer's website. The customer is responsible for compliance with the system requirements. The organizer shall not be liable for technical problems that can be traced back to inadequate system requirements on the part of the customer.
2.3 In the case of face-to-face events, the organizer shall provide its services exclusively in personal contact with the customer and in premises selected by the customer for this purpose. Events can be held both in the organizer's own seminar centers and in the customer's premises, provided that the customer can make the necessary resources available to the organizer for this purpose.
2.4 The organizer shall provide its services through qualified personnel selected by it. In doing so, the organizer can also make use of the services of third parties (subcontractors) who work on his behalf. Unless otherwise stated in the course description of the organizer, the customer has no claim to the selection of a specific person to carry out the desired event.
2.5 The organizer provides his services with the utmost care and to the best of his knowledge and belief. However, the organizer does not owe a certain success. In particular, the organizer does not guarantee that the customer will achieve a certain learning success or that the customer will reach a certain performance goal. This depends not least on the personal commitment and will of the customer, on which the organizer has no influence.
2.6 The online and face-to-face events of the organizer are basically work-related training. The customer can provide the organizer in advance with information about company-specific hazards that he has determined on the basis of a risk assessment. The organizer will endeavor to make this the content of the training; there is no entitlement to this. The final assessment as to whether all company-specific hazards have been covered by the training, whether the participant has understood the training content and is able to apply it under the respective operational conditions, i.e. whether complete instruction within the meaning of Section 12 (1) of the German Occupational Health and Safety Act (ArbSchG) has been provided, is the responsibility of the customer.

3. conclusion of contract

3.1 The events described on the website of the organizer do not represent binding offers on the part of the organizer, but serve for the submission of a binding offer by the customer.
3.2 The customer can submit his offer via the online registration form provided on the website of the organizer. In doing so, after entering his data in the registration form, the customer submits a legally binding contractual offer with regard to the selected event by clicking the button that concludes the registration process. Furthermore, the customer can also submit the offer to the organizer by telephone, fax, e-mail or post.
3.3 The organizer can accept the customer's offer within five days,

by sending the customer a written confirmation of registration or a confirmation of registration in text form (fax or e-mail), in which case the receipt of the confirmation of registration by the customer is decisive, or
by requesting payment from the customer after the customer has submitted his contractual declaration.

If several of the aforementioned alternatives exist, the contract shall be concluded at the time when one of the aforementioned alternatives occurs first. If the organizer does not accept the customer's offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent. The same shall apply in the event that the event selected by the customer begins prior to the expiry of the acceptance period and the organizer does not accept the customer's offer no later than 24 hours prior to the start of the event, unless otherwise agreed between the parties.
3.4 The period for acceptance of the offer begins on the day after the customer sends the offer and ends at the end of the fifth day following the sending of the offer.
3.5 In the case of registration via the website of the organizer, the text of the contract shall be stored by the organizer after the conclusion of the contract and transmitted to the customer in text form (e.g. e-mail, fax or letter) after the customer has sent his order. The organizer shall not make the text of the contract accessible beyond this.
3.6 Prior to the binding submission of the offer via the organizer's online registration form, the customer can continuously correct his entries using the usual keyboard and mouse functions.
3.7 Only the German language is available for the conclusion of the contract.
3.8 If the customer registers additional participants for an event, he undertakes to also assume responsibility for the contractual obligations of all participants registered by him, provided he makes a corresponding declaration upon registration.

4. right of withdrawal for consumers

Consumers are generally entitled to a right of withdrawal. Further information on the right of withdrawal can be found in the organizer's cancellation policy.

5. prices and terms of payment

5.1 Unless otherwise stated in the offer of the organizer, the prices quoted are total prices which include the statutory value added tax.
5.2 Costs for travel and overnight accommodation for face-to-face events are not included in the price and are to be borne by the customer.
5.3 Various payment options are available to the customer, which are indicated on the website of the organizer.
5.4 If prepayment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.
5.5 If payment is made by means of a payment method offered by PayPal, the payment shall be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the customer does not have a PayPal account - subject to the Terms and Conditions for Payments without a PayPal Account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

6. eligibility to participate, transfer of contract

6.1 Only the person named in the registration confirmation is entitled to participate. A transfer of the contract to a third party is only possible with the consent of the organizer.
6.2 If a third party enters into the contract between the customer and the organizer, he and the customer are liable to the organizer as joint and several debtors for the participation price and any additional costs arising from the entry of the third party.

7. shortfall of the minimum number of participants

7.1 The Organizer may determine a minimum number of participants for its courses. If a minimum number of participants is stipulated, the organizer shall expressly refer to this in the course description.
7.2 If the minimum number of participants is not reached, the organizer may withdraw from the contract by giving notice to the customer no later than four days before the start of the course. The organizer shall send the customer his notice of withdrawal immediately after becoming aware that the number of participants has not been reached, but no later than four days before the start of the course.
7.3 If the organizer makes use of his right of withdrawal in accordance with the above section, the customer may demand participation in another event of at least equal value if the organizer is able to offer such an event from his range of courses at no extra cost to the customer. The customer must make his request to the organizer immediately after receipt of the organizer's declaration.
7.4 If the customer does not exercise his right in accordance with the above section, the organizer shall immediately refund to the customer any participation fee already paid.

8. change or cancellation of the event

8.1 The organizer reserves the right to change the time, place, course instructor and/or content of the event, provided that the change is reasonable for the customer, taking into account the interests of the organizer. Reasonable are only insignificant changes to services that become necessary after conclusion of the contract and were not brought about by the organizer contrary to good faith. The organizer will inform the customer in due time in case of a change of time, place, course instructor and/or content of the event.
8.2 In case of a considerable change of service, the customer can withdraw from the contract free of charge or demand the participation in another event of at least equal value instead, if the organizer is able to offer such an event from his offer without additional costs for the customer.
8.3 The customer must assert the rights in accordance with the above section immediately after informing the organizer of the change in services.
8.4 The organizer is entitled to cancel the event at short notice for important reasons, such as force majeure or illness of the course instructor, against full reimbursement of any participation fee already paid. In the event of cancellation of the event, the organizer will endeavor to find an alternative date.

9. contractual right of withdrawal (cancellations)

Irrespective of any statutory right of cancellation that may exist (in the case of consumers), the organizer grants the customer the right to cancel his registration for an event organized by the organizer in accordance with the following provisions (contractual right of cancellation):

9.1 The customer can cancel his booking up to 10 days before the start of the event without giving reasons by submitting a declaration to the organizer in text form (e.g. e-mail). The receipt of the declaration by the organizer is decisive for compliance with the cancellation deadline. In the case of cancellations up to 10 days before the start of the event, the customer will be charged a processing fee of 20% of the order value, but at least 25.00 euros plus VAT. In case of later cancellation or no-show of the participant, the full fee will be charged. The substitute nomination of another participant is possible free of charge.
9.2 Any existing statutory right of withdrawal of the customer shall not be restricted by the aforementioned right of withdrawal.

10. teaching material

10.1 The organizer is the owner of all rights of use that are necessary for the implementation of the event or the online training. This also applies with regard to teaching documents that may be provided to the customer in connection with the event or the online training. All rights, including those of translation, reprinting and reproduction of the teaching documents, in whole or in part, are reserved.
10.2 The customer may only use the contents of the event, including any teaching documents that may have been provided, to the extent required in accordance with the purpose of the contract on which both parties are based. In particular, the customer shall not be entitled to record the event, the online training or parts thereof or to reproduce, distribute or make publicly available teaching materials - in any form whatsoever - without the separate permission of the organizer.
10.3 Unless otherwise agreed, the customer shall not be entitled to be provided with the teaching materials in physical form.

11. liability

The organizer is liable to the customer from all contractual, quasi-contractual and legal, including tortious claims for damages and reimbursement of expenses as follows:

11.1 The organizer is liable for any legal reason without limitation

in the event of intent or gross negligence,
in the event of intentional or negligent injury to life, limb or health,
on the basis of a warranty promise, unless otherwise regulated in this respect,
on the basis of mandatory liability, such as under the Product Liability Act.

11.2 If the organizer negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the above section. Material contractual obligations are obligations which the contract imposes on the organizer according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the customer may regularly rely.
11.3 Otherwise, liability on the part of the organizer is excluded.
11.4 The above liability regulations also apply with regard to the liability of the organizer for its vicarious agents and legal representatives.

12 Applicable law, place of jurisdiction

12.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties.
12.2 If the customer is acting as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the organizer's registered office. If the customer is domiciled outside the territory of the Federal Republic of Germany, the organizer's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the organizer is in any case entitled to call upon the court at the customer's place of business.

13. alternative dispute resolution

13.1 The EU Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.
13.2 The organizer is neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

Download link

General Rental Terms and Conditions of GRUMA Nutzfahrzeuge GmbH
- Agricultural & Municipal Technology Division (GRUMA) -.

I. General, scope of application

These General Terms and Conditions of Lease (hereinafter also referred to as: "Terms and Conditions of Lease") shall apply to all present and future leases as well as to all related transactions between GRUMA and the Lessee.

(2) For the purposes of these terms and conditions, the rental object shall be each individual item that GRUMA provides to the Customer in fulfillment of a rental agreement.

3. should the Lessee purchase the rental object, GRUMA's General Terms and Conditions of Sale and Delivery shall apply to the purchase.

(4) GRUMA shall not recognize any General Terms and Conditions of Business of the Lessee that conflict with or deviate from these General Terms and Conditions of Lease unless GRUMA has expressly agreed to their validity in writing. GRUMA's General Terms and Conditions of Lease shall also apply if GRUMA carries out the lease to the Lessee without reservation in the knowledge of general terms and conditions of the Lessee that conflict with or deviate from its General Terms and Conditions of Lease.

(5) Individual agreements made with GRUMA in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Lease. A written contract or confirmation by GRUMA in writing or text form (e.g. by e-mail) shall be authoritative for the content of such agreements.

6. references to the applicability of statutory provisions in these terms and conditions of hire shall have only a clarifying significance. Even without such clarification, the statutory provisions shall therefore apply, unless they are directly amended or expressly excluded in these rental terms and conditions.

II Offer and conclusion of contract, equivalent rental object

Offers by GRUMA - regardless of their type and form - are merely invitations to the Lessee to submit offers on his part. The offer to conclude a contract to GRUMA shall only lie in the written or verbal order of the Lessee. The Lessee shall be bound by its order for ten days.

2. a contract shall only be concluded by means of an order confirmation (= as a rule the rental slip) from GRUMA in writing or text form or by means of the handover of the rental object from GRUMA to the Lessee. The order confirmation from GRUMA shall determine the content and scope of the contractual performance by GRUMA.

3 GRUMA shall be entitled to provide the Customer with a functionally equivalent rental object instead of the ordered rental object.

4. attachments from GRUMA or its business partners are - if not expressly agreed - not included in the rental contract, but can be rented with a separate rental contract for an additional charge.

III. rental period

The rental period shall begin on the day agreed between GRUMA and the Lessee. The minimum rental period is one day.

The Customer shall be obligated to accept the rental object on the agreed day and at the agreed time. If the Customer does not accept the rental object at the agreed time, GRUMA may withdraw from the contract in accordance with the statutory provisions or terminate the contract - also with immediate effect - and rent the rental object to another party.

The Lessee's right of use shall end upon expiry of the agreed rental period, provided that this was firmly agreed in writing at the time of rental. If the Lessee continues to use the leased property even after the end of his authorization to use it ("exceeding the lease term"), the lease shall not be extended as a result. If the Customer has recognizably relinquished possession of the Leased Property, GRUMA shall be entitled, but not obligated, to collect it and to enter the place of use of the Leased Property for this purpose. The Lessee shall be obligated to pay GRUMA a fee in the amount of one day's rent for each additional day of use commenced. Any discounts according to GRUMA's graduated rental price list shall not apply in the event that the rental period is exceeded. The assertion of further damages is not excluded.

If the parties have not firmly agreed on the duration of the rental period at the time of rental, the rental agreement shall end with the return of the rental object, provided that the Customer notifies GRUMA of the imminent return of the rental object at least two working days ("return period") in advance in text form. Without prior notification of the impending return, GRUMA shall be entitled to allow the rental period to continue after the return of the rental object, so that the rental period shall not end until the expiry of the return period. The statutory period of notice shall apply to GRUMA, which shall, however, at least correspond to the return period applicable to the Lessee. The right of termination of both parties for good cause shall remain unaffected.

IV. Handover and return of the rental object and transport (transport costs and transport risk)

1. The handover of the rental object to the Lessee shall take place at the respective GRUMA locations. The Lessee shall then arrange for the transport of the rental object to the place of use, including the loading and unloading of the rental object. This transport shall take place exclusively at the expense and risk of the Lessee. In this respect, the Lessee shall be responsible in particular for ensuring that, in road traffic, the load, aids and equipment (accessories) are secured in accordance with VDI guidelines 2700 and 2701 (Securing of loads on road vehicles) and that the slings used to secure the load (e.g. straps or chains) comply with the aforementioned VDI guidelines.

2. only after prior written agreement with GRUMA shall GRUMA or a transport company commissioned by GRUMA undertake, at the expense of the Lessee, the transport of the rental object to the place of use specified by the customer. For the risks associated with the transport, GRUMA shall be entitled to charge the Lessee a risk surcharge of 5% of the transport costs in addition to the transport costs. The binding return inspection (acceptance) for any damage shall only take place after the return of the rental object to the respective GRUMA locations. This shall also apply if GRUMA carries out the return transport itself. Employees of any transport company commissioned by GRUMA to carry out the return transport shall not be entitled to carry out a return inspection (acceptance) or otherwise make legally binding declarations on behalf of GRUMA. However, the Lessee shall be obligated, in addition to the written notification obligation to the GRUMA rental station contained in Item IV. 6. above, to already notify GRUMA's transport personnel or the transport company of any damage/defects upon handover of the rental object for return transport.

3 GRUMA shall hand over the rental object to the Customer in a roadworthy and technically flawless condition. Upon handover, the Lessee shall inspect the Leased Object for its roadworthiness, operability and any defects. In the event that the Lessee also intends to use the Leased Property in public road traffic, he shall in particular check whether the Leased Property has the necessary equipment and documents to be carried along for this purpose. Claims of the Lessee based on obvious defects shall be excluded unless the Lessee notifies GRUMA of the defect upon handover.

The Customer shall be obligated to return the rental object in a cleaned condition at the end of the rental period within the core opening hours of GRUMA (Mon. - Fri. 7:00 a.m. - 4:30 p.m.) to the respective GRUMA location at which the rental took place (hereinafter: rental station), unless GRUMA agrees to a return within a different period or at a different location.

If GRUMA agrees to the return at another location and the duration of the rental period has not been firmly agreed between GRUMA and the Lessee, the Lessee shall be obligated to submit an end-of-rental notification to GRUMA in text form. In this, the Lessee shall inform the rental station as of when he will no longer require the rental object. Collection of the rental object shall then be arranged by GRUMA, and the calculation of the rent shall end upon expiry of the return period (cf. Section III. 4). The obligation of the Lessee to take care of the Leased Item shall remain in force until GRUMA collects the Leased Item.

The Lessee shall notify GRUMA in full of any damage/defects to the rental object upon return of the rental object. If third parties (transport companies) or GRUMA carry out the return transport, the Lessee must notify the GRUMA location where the rental was made in writing of any damage/defects to the rental object, irrespective of his obligation to notify GRUMA in accordance with Section IV. 2. sentence 6.

If the Customer does not return the rental object to GRUMA after termination of the right of use, GRUMA shall be entitled, but not obligated, to collect it and to enter the place of safekeeping or use of the rental object for this purpose. The Lessee waives any claims to which it may be entitled from unlawful interference.

V. Rent

The rent owed by the Lessee shall be determined as calendar daily rent (hereinafter: "daily rent") on the basis of GRUMA's respectively valid rental price list. The daily rent shall be based on the normal shift time of up to eight operating hours. If the Lessee exceeds this daily shift time, GRUMA shall charge the Lessee an additional 1/8 of the applicable daily rate for each additional hour. Falling short of the daily shift time in accordance with sentence 2 shall not reduce the daily rent. If weekend days (Sat. - Sun.) or public holidays fall within the rental period, the daily rent shall not be owed for these days, provided the Customer does not use the rental object on these days. If the Lessee also uses the rental object on weekend days or public holidays, the daily rent shall also be owed on these days in accordance with the above sentences 1 - 4.

2 All prices quoted by GRUMA are subject to the applicable statutory value-added tax.

The rent is exclusively the consideration of the tenant for the possibility of use of the rental object. The rent does not cover the necessary fuel, consumables and operating materials for the rental object. The aforementioned operating materials shall be procured by the Lessee in the type and quality prescribed by the manufacturer of the Leased Property. The Lessee shall obtain information on the permissibility of the operating materials to be used from the operating instructions for the rental object or by inquiring at GRUMA. Freight costs for the outward and return transport shall also be borne by the Lessee.

4. all costs not assumed directly by the Lessee for transport, assembly, fastening, fuel and operating materials, cleaning and limitation of liability (cf. Section XIV.) of the rental object shall be invoiced separately by GRUMA to the Lessee - unless otherwise agreed - (hereinafter: "ancillary costs").

VI Notification of Defects and Claims for Defects

(1) The Customer shall notify GRUMA immediately in writing of any defects occurring during the rental period. Defects for which the Lessee is not responsible shall be remedied by GRUMA at its own expense. The rental period shall be extended by the period between notification and rectification of the defect.

2. clause IV. 3. sentence 4 shall apply to obvious defects upon handover of the rental object.

3. GRUMA assumes no liability for the fact that the Leased Property provided in accordance with the contract can be used by the Customer in accordance with his ideas and for the purpose planned by him.

VII. Duties of the Lessee, Use of the Leased Property

(1) The lessee is responsible for the operation of the rented item in compliance with the statutory provisions and the occupational health and safety and accident prevention regulations. He may only use the rental object properly, in accordance with its intended use and in the manner customary in the trade and must maintain it professionally and properly and read the operating instructions before putting it into operation. Unless otherwise agreed, the Lessee may use the rental object exclusively with the attachments and accessories provided by GRUMA.

2. repair and maintenance work as well as any repairs and technical modifications shall be carried out exclusively by GRUMA.

3. refueling of the rental object with biofuel, rapeseed oil and heating oil is not permitted, unless a corresponding admixture to the normal fuel takes place due to legal regulations.

If the rental object is a self-propelled work machine with pneumatic tires (e.g. chipper, combine harvester, wheel loader) or a wheel dumper, the Lessee shall be responsible for obtaining and carrying the official permit required for the use of public roads and paths, insofar as GRUMA does not have such a permit for the rental object. The costs of applying for a permit from the responsible authority shall be borne by the Lessee. Prior to the issuance of a permit, the Lessee is prohibited from using public streets and roads with self-propelled, pneumatic-tired work machines and wheeled dump trucks. Violations shall constitute (i) a misdemeanor on the part of the Lessee, which may be punished by a fine, and (ii) a violation of the lease agreement with GRUMA. The lessee is obligated to indemnify GRUMA as keeper against any claim by the authorities for the unauthorized use of public streets and roads.

5. the renter undertakes to have the rental object operated only by professionally trained persons who are familiar with the proper handling of the rental object or objects of a comparable kind and who have all the necessary permits and authorizations under public law - in particular the necessary driver's license for the Federal Republic of Germany. The Lessee assures that he or the persons employed by him have the knowledge and skills necessary for the proper operation of the rental object. GRUMA shall not owe the Lessee - beyond the usual provision of the operating instructions - any advice on the use and operation of the rental object.

(6) If the Customer intends to use the rental object on weekend days or public holidays, he shall notify GRUMA of this in writing prior to conclusion of the rental agreement and no later than three working days prior to the intended use, specifying the intended days of use. If the Lessee fails to provide timely notification or if prior notification was not possible, GRUMA shall not be able to guarantee repair service in the event of defects occurring on weekend days or public holidays. If no prior notification was made, the Lessee shall be obligated to make subsequent notification in any case.

The use of the rental object abroad and any transfer of use to third parties shall be inadmissible without the express prior written consent of GRUMA. The Lessee hereby assigns its claims against third parties arising from a permissible or impermissible transfer of use to GRUMA on account of performance. GRUMA accepts this assignment. The Customer shall reimburse GRUMA for any costs and expenses incurred by GRUMA from the pursuit and assertion of claims against such third parties.

(8) The Lessee shall notify GRUMA immediately of theft/loss of or damage to the rental object (hereinafter referred to collectively as "damage") and shall take all measures necessary to mitigate the damage and preserve evidence. Furthermore, the Customer shall be obliged to support GRUMA at all times in the best possible way in the further processing and clarification of the damage. In the event of theft or damage caused by third parties, the Lessee must also immediately report the matter to the police.

If a third party enforces the Leased Property, the Customer shall inform GRUMA immediately and mark the Leased Property as the property of GRUMA.

(10) Since the transport of the rental object to the place of use - unless otherwise agreed in writing with GRUMA - shall be at the expense and risk of the Lessee, GRUMA shall not assume any liability for the proper loading and unloading of the rental object onto/from a transport vehicle of the Lessee or of a third party commissioned by the Lessee (cf. Clause IV.1.). As the driver of the transport vehicle or as the client of a transport company, the Lessee shall bear the risk of damage to the rental object during loading and unloading. This shall also apply if employees of GRUMA have assisted in the loading and/or unloading. In this respect, employees of GRUMA shall be regarded as vicarious agents of the Lessee (§ 278 BGB).

(11) The Lessee shall ensure the on-site prerequisites for transport to and from the site, assembly and commissioning of the rented items, including any foundations that may be required. The Customer shall bear the risk of the stability of the rental object and shall obtain any necessary official permits and inform GRUMA of any risks.

(12) The Lessee shall keep the Leased Property safe - even after termination of the lease - and - as far as possible - protect and secure it against harmful weather and unauthorized interference by third parties, in particular through theft, damage and unauthorized commissioning (duty of care). The duty of care shall apply until the return of the rental object to a GRUMA location, in the event of a return transport carried out by GRUMA, until the pick-up of the rental object at the agreed pick-up location.

(13) GRUMA shall be entitled at any time to inspect the leased property itself or have it inspected by an agent if changes are suspected or if there is a suspicion that the leased property is at risk.

14. if the Lessee uses GRUMA personnel to fulfill its obligations or to assist it, it shall indemnify GRUMA against all claims of its customer or third parties resulting from the use of personnel.

VIII. Terms of payment, set-off, right of retention

Unless otherwise agreed in writing, the rent and the anticipated ancillary costs shall be due immediately and payable in advance. GRUMA shall invoice separately for the ancillary costs actually incurred after expiry of the rental period.

2 GRUMA accepts payments in cash, by SEPA corporate direct debit (B2B procedure) and by bank transfer. Payments by the Lessee shall be credited exclusively in accordance with § 366 BGB. Any deposits made may be offset by GRUMA against any outstanding claims of GRUMA after expiry of the rental period.

3. payment by the Lessee by bank transfer shall be deemed to have been made only on the date of unconditional credit to GRUMA's business account.

4. the renter is only entitled to set-off with undisputed or legally established claims.

(5) The Lessee shall be entitled to exercise a right to refuse performance or a right of retention against claims of GRUMA only in an amount that is in reasonable proportion to its counterclaims. Moreover, the exercise of a right of retention shall only be permissible if the counterclaim of the Lessee is based on the same contractual relationship with GRUMA.

IX. Default of payment, damage caused by default

1. if the Lessee defaults on a payment in whole or in part for more than five working days or if an application is made to open insolvency proceedings against its assets, GRUMA shall be entitled, without prejudice to other rights
- to declare all claims under a financing or redemption agreement immediately due and payable, insofar as the default affects obligations of the Lessee under these agreements, and
- to withhold all deliveries and services under contracts not yet or not fully performed.

(2) In the event of default, GRUMA shall be entitled to demand default interest from consumers in the amount of five (5) percentage points and from entrepreneurs in the amount of nine (9) percentage points above the respective base interest rate. In addition, GRUMA may claim from entrepreneurs damages for delay in the amount of at least EUR 40.00 (§ 288 para. 5 BGB). GRUMA reserves the right to claim higher damages for delay against consumers as well as entrepreneurs.

X. Transfer by way of security

GRUMA may claim from the Lessee the transfer of security property up to the amount of 120% of the outstanding GRUMA claim as security for the current and future claims arising from the business relationship if the fulfillment of GRUMA's claims is at risk due to the Lessee's inability to pay.

XI Assignment by way of security

(1) To secure all future claims of GRUMA arising from the business relationship, the Lessee shall assign to GRUMA its present and future claims against the customers for which the Lessee uses the rental object. Receivables subject to the extended retention of title of a supplier of the Lessee shall pass to GRUMA at the time at which they are no longer covered by the extended retention of title. GRUMA accepts this assignment. Upon request, the Customer shall provide GRUMA with a list of the assigned claims, including their amount,
due date and the address of the Customer's principal (third-party debtor).

GRUMA shall be obligated to release its rights from the assignment by way of security as soon as it has been satisfied with respect to all claims against the Lessee. GRUMA shall be obligated to release proportionately insofar as the realizable value of the assigned claims plus the realizable value of other security interests of GRUMA exceeds the secured claims by more than 20%.

3. in the event of good cause, in particular if an application is made to open insolvency proceedings against its assets or if it culpably fails to meet its payment obligations arising from the respective legal transactions with GRUMA, GRUMA shall be entitled to disclose the assignment by way of security to the third-party debtors, to dispose of the assigned claims and to collect them from the customer of the Lessee.

GRUMA shall only be entitled to disclose the assignment by way of security, to dispose of or to collect the claims assigned by way of security after prior warning and setting of a reasonable grace period. This period must be of such a duration that the Lessee can raise objections or pay the amounts owed. Setting of a deadline shall not be required in the event of cessation of payments by the Lessee or the filing of an application for the opening of insolvency proceedings against the assets of the Lessee.

XII. Liability of GRUMA

(1) Claims of the Lessee for damages and reimbursement of futile expenses against GRUMA, its organs and legal representatives and/or vicarious agents (hereinafter collectively: "GRUMA"), for whatever legal reason, in particular due to breach of the contractual obligation and/or tort (hereinafter: "claims for damages"), shall be excluded.

This shall not apply insofar as GRUMA is charged with intent or gross negligence and/or in the event of a breach of material contractual obligations. Material contractual obligations are those obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the Lessee regularly relies and may rely.

3. in case of non-intentional and non-grossly negligent violation of essential contractual obligations, the scope of liability shall be limited to the compensation of the foreseeable damage typical for the contract.

(4) The above limitations of liability shall not apply if GRUMA is subject to mandatory liability, e.g. under the Product Liability Act or for damages resulting from injury to life, body or health.

XIII Commencement of the limitation period, duration of the limitation period

If damage to the Leased Property has been recorded by the police (cf. Clause VII 8.), the limitation period for claims for damages by GRUMA against the Lessee shall not commence until GRUMA has had the opportunity to inspect the investigation file. However, the limitation period shall commence no later than six months after the return of the leased property by the Lessee or collection of the leased property by GRUMA. In the event of inspection of the file, GRUMA shall notify the Lessee without delay of the time of inspection of the file.

2. any claims of GRUMA against the Lessee as well as claims of the Lessee against GRUMA shall become statute-barred upon expiry of one year after the commencement of the limitation period.

XIV Liability of the Lessee

1. the Lessee shall be liable from the time of handover until the proper return of the respective leased property within the meaning of Item IV. for any damage, unless the Lessee proves that it is not responsible for the damage. Furthermore, the Lessee shall be liable for any consequential damages incurred by GRUMA as a result of such damage, in particular towing costs, expert fees, loss of rental income and pro rata administrative costs.

2. the Lessee shall be liable without limitation for all violations of traffic and regulatory regulations (e.g. the StVO) and other statutory provisions (e.g. due to disturbance of possession, injury to persons or damage to property of third parties), insofar as GRUMA is not responsible for such violations.
In the event of the rental of vehicles or vehicle combinations whose dimensions, axle loads or total weights actually exceed the limits generally permitted by law during use, as well as of vehicles whose design does not allow the driver an adequate field of vision (e.g. self-propelled, pneumatic-tyred working machines such as choppers, combine harvesters, wheel loaders, etc.), the Lessee shall be liable without limitation for the damage caused by such violations. (e.g. self-propelled work machines with pneumatic tires such as choppers, combine harvesters, wheel loaders, etc.), the unlimited liability of the Lessee shall apply in particular for damage to roads and their facilities as well as to railroad installations, railroad vehicles, other railroad objects and properties arising during the use of the vehicle. The Lessee shall be precluded from objecting to any liability in this regard on the grounds that the condition of the road did not meet the particular requirements of the use made of it. The Lessee shall indemnify GRUMA against all fines and warnings, fees and other claims for compensation on the occasion of such violations or damages, which authorities or other third parties claim from or against GRUMA.

3. a) Unless otherwise agreed in writing or in text form, the respective rental object, provided its replacement value is at least Euro 1,500.00, shall be included in the insurance taken out by GRUMA in accordance with the "General Terms and Conditions for Machinery and Hull Insurance of Mobile or Transportable Equipment" (ABMG) in the currently valid version of the non-binding announcement of the Gesamtverband der Deutschen Versicherungswirtschaft e.V. (GDV) against payment of an additional fee. However, the inclusion shall only take place upon payment of the agreed fee within the payment deadline set by GRUMA and shall exclusively cover such items, risks and damage that are deemed insured under the terms and conditions of this ABMG, but not such items, risks and damage that are merely described therein as "additionally insurable". The fee to be paid by the Lessee for the inclusion shall be determined in accordance with the price list of GRUMA applicable at the time. The Lessee shall pay the fee from the day of commencement of the rental period up to and including the day of return of the rental object for each calendar day commenced in the amount of the full daily fee. If the rental object is used under difficult conditions - in particular during demolition work - the fee payable for its inclusion shall be doubled. The Lessee shall be obligated to inform GRUMA of such operations upon conclusion of the contract.

b) In the event of inclusion of the respective leased object in the insurance concluded by GRUMA in accordance with the ABMG as amended by the GDV (cf. item XIV. 3 letter a), the liability of the Lessee to GRUMA for damage to the leased object subject to the ABMG shall be limited, in the event of damage caused by simple negligence, to the respective deductible payable by GRUMA per individual loss. The limitation of the liability of the Lessee for damage caused by simple negligence (deductible) shall be doubled in the event of use of the rental object under difficult conditions, in particular during demolition work.

c) The Lessee shall, however, be liable without limitation if he or his representatives have caused the damage to the Leased Property intentionally. If the Lessee or its representatives have caused the damage to the Leased Property by gross negligence, the Lessee's liability shall be measured according to the severity of its fault. The liability of the Lessee in the event of intentional or grossly negligent causation of damage shall therefore not be limited to the excess of GRUMA with the insurer referred to in Section XIV. 3.

d) The above limitations of liability of the Lessee in the case of simple negligence (to the excess) or in the case of gross negligence (liability according to the severity of his fault) shall not apply if the Lessee violates his obligations to cooperate, to provide information and/or to mitigate damages in the case of theft of or damage to the leased property pursuant to Section VII. 8. This shall not apply - with the exception of fraudulent conduct on the part of the Lessee - insofar as the breach of the obligation is not causal for the occurrence or determination of the damage.

e) For damage to the rental object for which the Lessee is responsible and which is not subject to the ABMG, the Lessee shall be liable to GRUMA in any case without limitation. A limitation of liability of the Lessee in accordance with the ABMG does not exist, for example, for such damage to the Leased Property caused by floods and by silting up or silting up as a result of the special dangers of use on hydraulic construction sites. Likewise, there is no limitation of liability of the renter for tire damage to the rental object, unless the tire damage is a consequence (consequential damage) of a property damage to other parts of the insured rental object insured according to the ABMG. The above sentence applies accordingly to damage to rubber tracks of forage harvesters or tractors on which they move. Nor shall there be any limitation of liability for damage that occurs during transport of the rental object that is not carried out by GRUMA or a transport company commissioned by GRUMA, or that occurs during a transfer of use of the rental object to third parties that is impermissible in accordance with Section VII. 7.

f) The contracting parties are at liberty to deviate from the price list of
GRUMA for the inclusion of the rental object in the insurance coverage in accordance with the ABMG by individual agreement. The parties may agree in writing on a lower deductible. In the event of grossly negligent causation of damage, the Lessee shall still be liable in the case of sentence 1 of this paragraph according to the severity of its fault, whereby it shall in any case bear damages up to an amount of Euro 25,000.00 itself.

g) Insofar as the Lessee is required to pay an excess in accordance with the above provisions of this Item XIV. 3. the following shall apply: If, due to the contractual modalities of a respective existing insurance contract, GRUMA has to bear a share of the damage which is lower in amount than the deductible to be paid by the Lessee under this provision, the deductible to be paid by the Lessee in the specific case of damage shall be reduced to the share of the damage to be borne by GRUMA.

h) GRUMA shall be entitled, at its own discretion, either to have a damaged rental object repaired at its own expense or to report the damage to GRUMA's respective insurer for claims settlement.

4. in the event that, in deviation from clause XIV. 3. by agreement with the Lessee in writing or text form, the respective rental object is not included in the insurance concluded by GRUMA in accordance with the ABMG or if the respective rental object has a replacement value of less than Euro 1,500.00, the Lessee shall be obligated to insure this rental object at its own expense for the benefit of GRUMA as beneficiary of the insurance contract for the duration of the rental period against damage (fire, theft, loss and damage) (hereinafter: "self-insurance"). If the Lessee fails to comply with this obligation, it shall reimburse GRUMA for all damages resulting from this breach of obligation. In the case of a rental object with a replacement value of EUR 1,500.00 or more, self-insurance shall only be possible if the Lessee obtains insurance coverage for the same from an insurer that is at least equivalent to the ABMG as amended from time to time and the Lessee proves this insurance coverage to GRUMA by submitting suitable documents prior to conclusion of the rental agreement.
If, pursuant to the preceding paragraph, the Lessee has an obligation to self-insure, it is pointed out by way of clarification that the Lessee - irrespective of the existence of an insurance policy taken out by him - shall be fully liable for any damage to the rental object for which he is responsible in relation to GRUMA. The limitations of liability for simple or gross negligence in accordance with clause XIV. 3. shall therefore not apply in relation to GRUMA.

5. the liability risk of the tenant from the use of the rental object is not insured in principle. Liability insurance coverage exists only in exceptional cases, insofar as this is required by law. This is in particular not the case for self-propelled working machines whose maximum speed does not exceed 20 km/h. If there is no liability insurance coverage for the rental object, the renter shall take out liability insurance at his own expense against the risks arising from the use of the rental object. If the Lessee fails to comply with this obligation, he shall also be obligated to compensate GRUMA for any resulting damage. If the rented item is a self-propelled working machine with pneumatic tires (e.g. forage harvester, combine harvester, wheel loader), the maximum design speed of which exceeds 20 km/h, participation in public road traffic shall only be permitted if the rented item is provided with an official license plate. The use of such a rental object without a license plate is an administrative offense that can be punished with a fine of up to two thousand euros.

As a precautionary measure, the Lessee shall assign to GRUMA any claims against the property insurance pursuant to Section XIV. 4. Furthermore, the Lessee shall assign to GRUMA its claims against the liability insurance pursuant to Clause XIV. 5. insofar as GRUMA is liable to third parties for damage caused by the operation of the leased property by the Lessee. GRUMA accepts the aforementioned assignments.

(7) All insurance policies taken out by GRUMA as well as the inclusion of the rental object in the insurance policy taken out by GRUMA in accordance with the ABMG pursuant to Item XIV. 3. shall apply exclusively for use of the rental object in the Federal Republic of Germany.

XV Place of performance, place of jurisdiction

1. the law of the Federal Republic of Germany shall apply.

The place of performance for all claims shall be the registered office of the respective GRUMA rental station, unless otherwise agreed in writing or text form.

If the Lessee is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract shall be Augsburg. The same shall apply if such Lessee has no general place of jurisdiction in the Federal Republic of Germany or if his place of residence or habitual abode is unknown at the time the action is brought. GRUMA shall also be entitled to sue the Lessee at his place of business/residence.

Download link

Rental contract conditions for rental equipment: Status December 2022

I. General, scope of application, partial invalidity clause

(1) These Rental Contract Terms and Conditions for Rental Equipment (hereinafter referred to as "Rental Terms and Conditions") shall apply exclusively; the Lessor shall not recognize any terms and conditions of the Lessee that conflict with or deviate from these Rental Terms and Conditions unless it has expressly agreed to their validity in writing. These Rental Terms and Conditions shall also apply if the Lessor concludes the rental agreement in the knowledge of terms and conditions of the Lessee that conflict with or deviate from these Rental Terms and Conditions.

All agreements made between the Lessor and the Lessee for the purpose of the execution of this Agreement are set forth in writing in this Agreement.

(3) These Rental Terms and Conditions shall apply both to a consumer and to an entrepreneur, a legal entity under public law or a special fund under public law pursuant to Section 310 (1) sentence 1 of the German Civil Code (BGB) (the latter group of persons collectively referred to as "entrepreneurs").

4. unless otherwise stated, rental contract offers and price information are non-binding and subject to equipment availability.

In principle, rental agreements can be concluded orally, in writing, by telephone or by electronic data transmission. In the event that an order is placed verbally or by telephone, the Lessor shall immediately issue an order confirmation to the Lessee with the agreed content of the contract and shall send this to the Lessee in writing or in text form. If the Lessee is a merchant, the content of this order confirmation shall be decisive for the content of the contract if the Lessee does not immediately object.

(6) The Lessor shall be permitted to exchange the rented item during the term of the lease for rented equipment with the same equipment in UVV-tested condition in justified cases if this is reasonable for the Lessee.

II. obligation of the lessor

(1) The Lessor undertakes to provide the Lessee with the rental object including full maintenance service for the agreed rental period against payment of a rental fee. This service includes, at the Lessor's discretion, maintenance/inspection or replacement of defective or (wear and tear) parts, if necessary, in order to prevent a malfunction or failure.

2. rental is per day, week or month.

The Lessor shall hand over the Leased Property to the Lessee in a flawless and operable condition. The Lessee is free to inspect the leased property before taking it over.

4. if the lessor is in delay with the transfer at the beginning of the rental period, the lessee may demand compensation if he can prove that he has suffered damage as a result of the delay. Notwithstanding Section II.5. of these Rental Terms and Conditions, in the event of slight negligence, the compensation to be paid by the Lessor for each working day shall be limited to a maximum of the net amount that the Lessee would have had to pay as rent for the period of the delay. After setting a reasonable grace period, the Lessee may withdraw from the contract if the Lessor is still in default at that time.

5. the lessor is not liable for damages and defects caused by improper operation by the lessee. Claims for damages against the lessor can only be asserted by the lessee

a. in the event of an intentional breach of duty by the lessor

b. in the event of a grossly negligent breach of duty by the lessor.

c. in the event of an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the Lessor.

d. in the event of damage resulting from injury to life, limb or health due to a negligent breach of duty by the lessor or an intentional or negligent breach of duty by a legal representative or vicarious agent of the lessor.

e. if the lessor is liable under the Product Liability Act for personal injury or property damage to privately used items.

f. in the event of a culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, with regard to the foreseeable damage typical for the contract.
Otherwise, liability for damages is excluded.

The Lessor shall not assume any warranty for the technical feasibility of the work intended by the Lessee. The Lessor shall not assume any warranty for incorrect orders due to working heights, ranges or load capacities incorrectly estimated by the Lessee. If, through the fault of the Lessor, the Leased Item cannot be used by the Lessee in accordance with the contract as a result of the omission or faulty execution of suggestions and consultations prior to or after the conclusion of the contract as well as other ancillary contractual obligations - in particular instructions for the operation and maintenance of the Leased Item - the provisions of Clauses I.6, II.4 last sentence and II.5 of these Terms and Conditions of Lease shall apply accordingly, to the exclusion of any further claims by the Lessee.

The lessee shall be responsible for ensuring that the ground, space and other conditions at the place of use as well as the access and departure routes permit proper and safe execution of the order, including delivery and collection. If the lessee fails to comply with this, he shall be in default of acceptance. The lessee is obliged to inform himself about any restrictions at the place of use, such as clearance heights and widths, sufficient load-bearing capacity of the terrain, existing lines, possible height/weight restrictions, etc., before conclusion of the contract and to inform the lessor immediately.

8. if the lessee is a consumer, the statutory provisions shall apply to defects in the surrender of the leased property.

III. obligation of the tenant

(1) The Lessee undertakes to pay the rent in accordance with the agreement, to treat the leased property properly and to return it at the end of the rental period in an undamaged condition or stating the defects that occurred during the rental period. The Lessee undertakes in particular:

a. to use the rented item in a professional manner and to protect it from overuse in any way; the rented item may only be operated by suitable, experienced specialists;

b. to give the Lessor the opportunity to carry out the necessary inspection, maintenance and care work on the Leased Property and to report this to the Lessor without delay when it is due.

c. to notify the Lessor immediately of any damage arising from the normal use of the rented item, as well as damage caused by overuse, and to have it repaired by the Lessor;

d. to ensure the normal care of the rental object in its daily use in accordance with the operating instructions and to check the rental object at the beginning of a shift with regard to oil level, lubrication service, cooling water level and fuel and to supply it if necessary. In the case of a battery-powered Rental Goods, the Lessee undertakes to ensure the correct water level in the battery, not to deep-discharge the battery, to recharge it sufficiently and to connect the charger necessary for recharging.

e. to give the Lessor the opportunity to inspect and examine the Leased Property at any time;

f. to protect the rental object against the effects of the weather outside working hours and to ensure that it is securely stored.

2. the renter is not entitled to give the rental object to a third party for use (e.g. rent, loan). He is also not entitled to assign rights from this contract.

3. should a third party assert rights to the leased property by seizure, attachment or the like, the lessee is obliged to notify the lessor immediately by registered letter and verbally in advance and to notify the third party of this immediately by verifiable written notification of the rental relationship.

4. without the written consent of the lessor, the leased property may not be moved to any other place and may not be used in any other place than that agreed between the lessor and the lessee.

Unless otherwise agreed, the Lessee may use the rental object exclusively on company premises and not on public traffic areas and restricted public traffic areas. Use on public and restricted public traffic areas is not covered by the Lessor's business liability or motor vehicle liability insurance. If the use takes place on such traffic areas, the Lessee shall provide AKB coverage at his own expense. The renter assumes full liability for any violation of this prohibition. The use of the rental object on public roads is not covered by any liability insurance.

The Lessee undertakes not to allow any persons other than the personnel authorized by the Lessor to do so to repair or modify the Leased Property.

7. the renter undertakes to bear the costs of use-related tire repairs/replacements and repair work resulting from violent damage, outside the normal wear and tear.

8. with the handing over of the rental object the renter is the owner of the rental object and responsible for all obligations resulting from it. He shall be responsible at his own expense for compliance with existing laws, ordinances and administrative acts, in particular compliance with the German Driving License Ordinance (Fahrerlaubnisverordnung), as well as road traffic and tax regulations, and shall indemnify the Lessor in this respect against all possible claims by third parties. The use of industrial trucks in public traffic is not permitted unless the industrial truck is equipped in accordance with the German Road Traffic Licensing Regulations (StVZO) and insured in accordance with the law.

IV. Rent

1. the rent applies to single-shift use (8 hours) and is exclusive of value-added tax. If the lessee is a consumer, the rent stated by the lessor is the final price and includes the statutory value added tax. Surcharge for 2-shift use 75 % ; Surcharge for 3-shift use 150 % Surcharge for use under difficult operating conditions such as foundry, scrap trade, brickworks, concrete works, fish processing, slaughterhouses 20 %.

2. the rent is per working day including full service. Special conditions can be agreed for rentals over a longer period.

3. freight costs for the outward and return transport as well as fuel costs shall be borne by the Lessee. If the Lessee collects and/or returns the rental object himself, he shall undertake the transports at his own expense and risk. The Lessee shall use recognized and reliable forwarding agencies for this purpose.

4. attachments are not included in the rental fee, but can be rented by separate agreement for an additional charge.

If the Lessee is in default with the payment of a due amount for more than 14 calendar days in whole or in part after a reminder, the Lessor shall be entitled, after giving notice, to collect the leased property at the expense of the Lessee, who shall allow access to and removal of the leased property, and to dispose of it otherwise. The claims to which the Lessor is entitled under the contract shall remain in force; however, the amounts which the Lessor has achieved within the agreed rental period by renting the object to other parties shall be deducted after deduction of the costs incurred by the collection and further disposal.

The Lessor shall be entitled to demand from the Lessee at any time a non-interest-bearing security deposit based on the amount of the rent. If the tenant is a consumer, the deposit shall bear interest.

V. Machine breakage

The Lessee shall insure the rental object for the term of the contract against transport damage, theft, fire, water and machine breakage by taking out machine breakage insurance at the replacement value at the time of the transfer. He shall provide the Lessor with evidence of the insurance coverage upon request. In addition, he hereby assigns to Lessor the rights arising from this insurance. The lessor accepts the assignment.

If the Lessee agrees with the Lessor on a lump sum for machine breakage instead of a machine breakage insurance (clause V.1), the Lessor shall cover the damage covered by the lump sum for machine breakage during the term of the contract. Unless otherwise agreed in writing, the Lessee's deductible shall be EUR 4,000.00 per claim for forklifts with a load capacity of 5.0 t or more, telescopic forklifts and rough terrain forklifts, and EUR 2,500 per claim for all other rented items. In case of theft, the deductible amounts to 25% of the object value, but at least EUR 3,000.00.

3. if the rental object is rented including a flat rate for machinery, the lessor has machinery insurance in accordance with the ABMG. In case of damage to the machine exceeding the agreed deductible, the Lessor shall charge the agreed deductible per damage event. However, the Lessee shall be liable without limitation for damage from the following causes:

a. improper use

b. Unauthorized subletting of the machine or transfer to an unauthorized third party

c. Grossly negligent or intentional causation of damage

d. Damage to the tires

(4) When calculating the damage, the lessor may choose to make an abstract calculation of the damage on the basis of an expert opinion or to make a concrete calculation of the damage on the basis of the necessary repair work carried out. If the repair is carried out by a repair store or a third party company, the damage calculation shall be based on their repair invoice. The lessor is entitled to charge a processing fee of € 25 plus VAT for each case of damage to compensate for the increased expense.

VI. risk assumption and liability

1. the renter bears the material and operational risk of the rental object from the beginning of the handover until the return.

2. the lessee shall immediately notify the lessor of any damage that has occurred in connection with the leased object.

3. changes or deterioration of the leased property caused by the use of the leased property contrary to the contract shall be borne by the lessee.

4. the renter is fully liable for damages caused by culpable violation of his contractual obligations.

5. insurance against fire, theft, liability damage, etc. must be taken out by the tenant. The lessor expressly points out that the lessee bears the full risk for the rental object (also in case of theft). If the rental object is transported by a vehicle of the renter, it is the responsibility of the renter to ensure appropriate transport security.

6. the lessor may transfer all present and future rights and claims arising from this contract to third parties.

VII Return delivery

The lessee is obliged to notify the lessor of the intended return of the rental object in good time beforehand (notification of release). In the case of rental relationships without a specific end of rental period, the Lessee must notify the Lessor of the end of the rental period in good time in writing or in text form. As long as there is no corresponding free notification, the rental relationship shall be tacitly extended by one day if the rental price per day has been agreed, by one week if the rental price per week has been agreed, or by one month if the rental price per month has been agreed. The lessor is generally entitled to charge for the period of time between the release and the return of the rental object according to the originally agreed rental prices.

The rented item is to be returned to the Lessor in fully functional condition with all accessories (e.g. charger), in proper condition, cleaned and in accordance with the surrender, without damage. Any cleaning costs shall be borne by the lessee.

3. the proper return delivery of the rental object shall be deemed to have been accepted by the lessor if noticeable defects have not been objected to within 14 calendar days after arrival at the place determined by the lessor by means of a notice of defect in writing or in text form with notification of the defects found.

VIII Termination

1. the rental agreement concluded for a specific rental period is in principle non-cancelable for both contracting parties. Contracts with a minimum rental period are also non-cancelable during the term of the minimum rental period.

2. in the case of rental agreements for a definite period of time or after the expiry of a minimum rental period, the period of notice shall be:

a. 1 day at the end of the day, if the rental price per day is

b. 2 days to the Friday of the current week, if the rent per week and

c. 1 week to the end of the current month, if the rent is agreed per month.

3. the lessor is entitled to terminate the lease extraordinarily after notice without observing a period of notice, if in particular one of the following important reasons exists:

a. the Lessee is in arrears with the payment of a due amount in whole or in part for more than 14 calendar days

b. the lessor becomes aware of facts after the conclusion of the contract according to which the creditworthiness of the lessee deteriorates significantly

c. the Lessee does not use the rental object or parts thereof for the intended purpose

d. or spends in a place not known to the lessor.

IX. Place of performance, place of jurisdiction, applicable law, consumer arbitration (information according to § 36 VSBG)

(1) Unless otherwise stipulated in the rental agreement, the place of performance shall be the Lessor's place of business.

(2) If the Lessee is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the Lessor's place of business or - at the Lessor's option - the place of business of its branch office that concluded the contract. However, the Lessor shall also be entitled to sue the Lessee at the court of the Lessee's place of residence.

The Lessor's place of business shall also be the place of jurisdiction if the Lessee has no general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is brought.

The contractual relationship shall be governed by the laws of the Federal Republic of Germany.

5. the lessor is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

Download link

General Terms and Conditions (GTC)

General Terms and Conditions GRUMA Nutzfahrzeuge GmbH and GRUMA Fördertechnik GmbH

SEPA-LS Mandate of GRUMA Nutzfahrzeuge GmbH

SEPA-LS-Mandate of GRUMA Fördertechnik GmbH

Subscribe to our newsletter and benefit!

Currently in the shopping cart

General Terms and Conditions (GTC)

General Terms and Conditions GRUMA Nutzfahrzeuge GmbH and GRUMA Fördertechnik GmbH

SEPA-LS Mandate of GRUMA Nutzfahrzeuge GmbH

SEPA-LS-Mandate of GRUMA Fördertechnik GmbH

Subscribe to our newsletter and benefit!