General Terms and Conditions (GTC)

Sprenger Machinery GmbH

Weidengrund 14
39340 Haldensleben
Germany

Effective: 03/2026

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§1 Scope

1. These General Terms and Conditions (GTC) apply to all deliveries, services, offers, and contracts of Sprenger Machinery GmbH (hereinafter referred to as “Seller”).
2. These GTC apply exclusively to entrepreneurs within the meaning of §14 German Civil Code (BGB), legal entities under public law, or special funds under public law.
3. Conflicting or deviating terms and conditions of the Buyer are not recognized unless the Seller expressly agrees in writing.
4. These GTC also apply to future business relationships, even if not explicitly agreed again.

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§2 Offers and Conclusion of Contract

1. Offers by the Seller are non-binding and subject to change.
2. A contract is only concluded by:
   • written order confirmation by the Seller, or
   • delivery of goods or commencement of services.
3. Technical changes in construction, material, or design are reserved, provided they do not significantly affect the contractual purpose.
4. All documents, drawings, technical documentation, calculations, and software remain the intellectual property of the Seller and may not be disclosed to third parties without written consent.

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§3 Prices

1. All prices are understood ex works / ex location, unless otherwise agreed.
2. Prices are exclusive of:
   • statutory VAT
   • packaging
   • transport
   • assembly and commissioning costs (if agreed)
3. For delivery periods exceeding four weeks, the Seller is entitled to adjust prices due to increases in material, energy, transport, or labor costs.
4. If supplier prices or other cost factors change after contract conclusion, the Seller is entitled to adjust agreed prices accordingly, informing the Buyer without delay.

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§4 Payment Terms

1. Invoices are due within 7 days net, unless otherwise agreed.
2. In case of late payment, default interest of 9 percentage points above the applicable base rate will be charged.
3. For large machinery or plant deliveries, the Seller may request progress payments, e.g.:
   • 60 % upon order placement
   • 35 % prior to delivery
   • 5 % after commissioning
4. The Buyer may only offset claims if they are legally established or undisputed.

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§5 Delivery and Delivery Time

1. Delivery periods begin only after:
   • clarification of all technical details
   • receipt of agreed advance payments
   • provision of all documents to be supplied by the Buyer
2. Delivery deadlines are deemed met if the goods have left the factory or readiness for shipment has been notified by the deadline.
3. Events beyond the Seller’s control, including:
   • natural disasters
   • strikes
   • energy or raw material shortages
   • supplier delivery bottlenecks
     entitle the Seller to extend delivery periods reasonably.

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§5a Extraordinary Geopolitical Risks (Ukraine / Iran)

1. Due to ongoing military conflicts in Ukraine and Iran, delivery chains, transport routes, and raw material availability may be affected.
2. The Seller reserves the right to:
   • adjust delivery dates
   • make partial deliveries
   • use alternative procurement or transport routes where reasonable
3. The Seller will notify the Buyer of such disruptions without delay.

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§6 CE Compliance and Machinery Directive

1. If the delivery includes machinery or plants within the meaning of the applicable EU Machinery Directive, delivery will be made in the agreed technical condition.
2. If only partial machines, components, or plant parts are supplied, the overall responsibility for compliance with CE requirements lies with the operator or integrator.
3. Any modifications, conversions, or extensions made subsequently by the Buyer or third parties are the sole responsibility of the operator to comply with all applicable safety and legal requirements.
4. The Seller is not liable for consequences arising from changes or extensions made by the Buyer or third parties.

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§7 Export and Sanctions Regulations (Dual-Use)

1. Products, machinery, plants, or technical documentation supplied by the Seller may be subject to export control and sanction regulations of the EU, Germany, or other countries.
2. The Buyer undertakes to comply with all applicable export, foreign trade, and sanctions regulations.
3. In particular, the Buyer shall not deliver the products, directly or indirectly, to sanctioned countries or persons.
4. Upon request, the Buyer shall provide all information required for compliance with export control regulations regarding end-use and end-user.
5. In case of violations, the Buyer shall indemnify the Seller against all resulting damages, costs, fines, or claims.

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§8 Software and Control Rights (SPS / Programs / Updates)

1. All rights to software, SPS programs, control programs, visualizations, parametrizations, documentation, and other digital components of the delivered machinery remain with the Seller.
2. The Buyer receives a non-exclusive, non-transferable right to use the software solely for operating the delivered machinery or plant.
3. Copying, modification, or distribution of software or control programs is prohibited without prior written consent.
4. The Seller may provide software updates, changes, or improvements to ensure functionality, safety, or maintenance.
5. The Seller is not liable for damages caused by:
   • unauthorized changes to control software by Buyer or third parties
   • use of unauthorized software or interfaces
   • intervention in SPS programs or control systems without Seller’s consent

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§9 Notice of Defects and Limitation of Claims

1. The Buyer must inspect delivered goods immediately for transport damage, completeness, and obvious defects.
2. Obvious defects must be reported in writing within 7 days of receipt; hidden defects must be reported immediately upon discovery.
3. Failure to report defects in time will be deemed acceptance of the delivery regarding those defects.
4. Warranty and liability claims expire 12 months after delivery, unless mandatory longer periods apply.
5. This provision does not apply to damages resulting from injury to life, body, health, or in cases of intent or fraudulent concealment.

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§10 Operator Obligations, Safety, and Maintenance

1. The Buyer/operator must comply with all applicable laws, safety regulations, and accident prevention rules.
2. The operator must ensure:
   • operation only by trained personnel
   • compliance with all operating, maintenance, and safety instructions
   • regular maintenance, inspections, and safety checks
   • timely replacement of wear parts
   • sufficient lubrication and care
3. The operator must regularly check the operational safety of the machinery and promptly remedy any defects.
4. Any modifications, conversions, or connections to other machines are the sole responsibility of the operator.
5. The Seller is not liable for damages resulting from insufficient maintenance, improper operation, lack of safety measures, or unauthorized modifications.

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§11 Warranty

New Machinery

• Warranty period: 12 months  (beginning with date of delivery)
• Conditions: proper use and adherence to maintenance instructions
• Remedy at Seller’s choice: repair or replacement

Refurbished Machinery / Components

• Warranty period: 6 months  (beginning with date of delivery)
• Limited to refurbished parts or components

Used Machinery

• Delivery under exclusion of all warranty (“as is”)

Warranty and Guarantee Exclusion

1. The warranty does not cover wear parts.
2. Also excluded are defects not caused by material or manufacturing faults, in particular:

• Damage caused by incorrect supply connections or strongly fluctuating/abnormal electrical conditions
• Damage resulting from force majeure
• Damage due to insufficient care or inadequate lubrication
• Damage caused by failure to follow operating and maintenance instructions
• Damage caused by accidents or improper handling
• Errors or damage resulting from unauthorized repair attempts, repairs, or modifications
• Errors or damage caused by the use of non-original accessories or spare parts
• Furthermore, all damages or defects caused by improper, incorrect, or faulty assembly and/or improper, incorrect, or independent commissioning by the Buyer are excluded from the warranty.

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§12 Liability for Production Downtime and Consequential Damage

1. Unlimited liability for intent, gross negligence, or injury to life, body, or health.
2. For simple negligence, liability is limited to essential contractual obligations and typical foreseeable damage.
3. Liability for production downtime, lost profits, or indirect damages is excluded to the extent permitted by law.

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§13 Transfer of Risk

• Risk passes to Buyer upon handover to the carrier or freight forwarder
• Applies also to partial deliveries, free deliveries, or transport by Seller’s own vehicles

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§14 Retention of Title

1. Ownership of the delivered goods remains with the Seller until full payment of all claims arising from the contract, including any ancillary claims.
2. Extended Retention of Title:
   • If the delivered goods are mixed or combined with other items or real estate, ownership of the resulting new item remains with the Seller until full payment has been made.
   • The Buyer is obliged to manage and safeguard the new item properly within their business operations.
   • Claims arising from resale of the goods are hereby assigned to the Seller as security.
3. Security Rights:
   • The extended retention of title is agreed.
   • In the event of default of payment or any other breach of contract by the Buyer, the Seller is entitled to reclaim the goods or the assigned claims.
   • The Buyer must inform the Seller immediately of any seizures or other access by third parties to the goods.

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§15 Assembly and Commissioning

• If assembly or commissioning is agreed upon, it will be carried out according to the agreed technical specifications.
• The Buyer shall ensure at their own expense:
  • Platform and foundations for the complete concrete mixing plant according to the Seller’s drawings, with a minimum floor bearing capacity 
  • Cement silos, Admixture tanks (if not ordered together with the plant)
  • by concrete mixing plants all necessary Ramps 
  • Transportation of all components to the installation site
  • Water supply
  • Power supply
  • Cranes and lifting equipment required for assembly
  • Obtaining all necessary permits and technical certificates
  • Costs for calibration of the concrete plant scales by a certified company using calibrated weights, carried out in the presence of the Buyer and the Seller
  • Grounding of the plant with a maximum resistance 
• Any delays or additional costs arising from failure to provide these prerequisites shall be borne by the Buyer.
• The Seller shall not be liable for damages resulting from insufficient preparation, missing resources, or inadequate cooperation by the Buyer.

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§16 Acceptance

• Machinery is accepted after agreed acceptance test or commissioning
• If acceptance is not performed within 10 days, the machinery is deemed accepted

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§17 Spare Parts and Service

• Spare parts at current prices
• Services subject to separate agreement

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§18 Intellectual Property Rights

• All rights to designs, drawings, software, and technical solutions remain with the Seller
• Third-party use requires written consent

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§19 Place of Performance and Jurisdiction

• Place of performance: Haldensleben
• Jurisdiction: competent court in Haldensleben

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§20 Applicable Law

• German law applies exclusively, excluding UN Sales Law (CISG)

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§21 Severability Clause

• If any provision is invalid, the remaining provisions remain unaffected