HORSCH International Terms and Conditions of Sale (Version 2026.02.02)

I. Applicability of the International Terms and Conditions of Sale

These International Terms and Conditions of Sale under the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to all customers of HORSCH Maschinen SE & Co. KG, Schwandorf, Germany, HORSCH LEEB Application Systems SE & Co. KG, Landau, Germany and HORSCH Industrietechnik GmbH, Ronneburg, Germany – hereinafter jointly referred to as the Seller.

These Terms shall apply irrespective of whether the customer is domiciled in Germany or abroad. They shall furthermore apply to all goods supplied by the Seller, except for computer programs (software), regardless of whether such software can be used only in connection with the goods or not. For software, the Special Conditions for the Purchase of Software shall apply.

Any conflicting or deviating general terms and conditions of the customer shall not be binding for the Seller. Likewise, the Seller shall not be bound to the extent that the customer’s terms deviate from statutory provisions.

II. Definitions

1. Written form: The requirement of written form (including information described as “in writing”) within these Terms also includes communication by fax or email, supplementing Article 13 CISG.
2. Place of payment and currency: The place of payment under this contract shall be Germany, and the contract currency shall be euro (EUR).

III. Conclusion of the Contract, Price Adjustment

1. Orders placed by the customer must be made in writing. If the customer’s order deviates from the Seller’s proposal or offer, the customer shall clearly highlight such deviations.
2. All orders become binding only upon the Seller’s written order confirmation, which the Seller may issue within thirty (30) calendar days after receipt of the order. Until such time, the order placed by the customer shall be irrevocable.
3. Employees or sales agents of the Seller are not authorised to waive the requirement of a written order confirmation or to make commitments deviating in substance therefrom.
4. Any amendments to a concluded contract shall always require a written confirmation (renewed order confirmation) by the Seller.
5. The Seller shall be entitled to adjust the price after the conclusion of the contract if and insofar as external circumstances beyond its control make performance of the contract economically unreasonable for the Seller. This may in particular be due to fluctuations in procurement prices of materials such as steel, oil, energy, or electronic components.
6. Supplementary information such as cost estimates, drawings, illustrations, measurements, weights or other performance data shall only become part of the contract if the Seller has confirmed their inclusion in writing. The Seller retains ownership and copyright in these materials. Such documents constitute trade secrets and may only be made available to third parties with the Seller’s prior written consent. If no contract is concluded, they shall be returned immediately and any electronic copies deleted.

IV. Obligations of the Seller

1. The Seller shall deliver goods of the agreed type and quantity in the quality customary in Germany, subject to standard commercial tolerances. Such tolerances include deviations in weight, quantity, dimensions, material composition, structure, surface or colour, or those arising from the technical development of the product. The Seller warrants that, at the time of delivery, no third-party rights or claims exist which would prevent the free use of the goods within the European Union.
2. The Seller may make partial deliveries and invoice them separately. After the passing of risk, the Seller shall have no further obligations in relation to the goods.
3. Delivery shall regularly be made in accordance with the Incoterms clause FCA (Incoterms® 2020) at the Seller’s place of business in Germany, Sitzenhof 1, D-92421 Schwandorf, with the markings and labelling customary in Germany. The Seller is not obliged to verify the operational safety of the transport vehicle or the suitability of the loading for carriage. Any deviation shall require a written agreement. The Seller reserves the right to subsequently change the pick-up location for production reasons and shall notify the customer in due time.

   Alternatively, the Seller and the customer may agree on DAP (Incoterms® 2020). By doing so, the customer remains responsible for obtaining any export and import authorisations or permits required for export.
   The applicable Incoterms clause shall be stated on the order confirmation. Any deviation from this must be agreed in writing.

4. Compliance with agreed delivery times requires the customer to provides containers for transport in due time, that necessary documents can be obtained promptly, and that all other obligations of the customer are duly fulfilled. Without prejudice to further statutory rights, the Seller shall be entitled to perform its contractual obligations even after the agreed time, provided that the customer is informed of the delay and granted an adequate and reasonable period for performance.

5. The risk shall pass to the customer upon delivery in accordance with the clause in IV.3, even if the goods are not clearly identified and without the need for the Seller to notify the customer of the shipment. The risk shall, however, pass already upon readiness for delivery at the originally agreed time if such delivery is postponed due to reasons attributable to the customer.
6. The Seller shall under no circumstances be obliged to comply with regulations or obligations applicable outside Germany, to bear any charges arising abroad, or to observe foreign systems of measurement, packaging, labelling, or other legal requirements.
7. Without prejudice to further statutory rights and without the need for prior notice to the customer, the Seller shall be entitled to suspend performance of its obligations as long as, from the Seller’s perspective, there is reason to believe that the customer will not perform its obligations properly. The Seller shall not be required to resume performance if any security provided by the customer to avert suspension does not offer adequate assurance or might be contestable under the applicable law.

V. Obligations of the Customer

1. The customer shall be obliged to pay the purchase price for the goods stated in the written order confirmation, without any deduction and free of charges or costs, by transfer to one of the bank accounts designated by the Seller. Other methods of payment shall not be accepted. Where no specific purchase price has been agreed, the customary price at the time of delivery as charged by the Seller shall apply.
2. The purchase price shall become due on the date specified in the written order confirmation or – if no such date is specified – upon receipt of the invoice and shall be transferred so that the Seller receives the payment no later than thirty (30) days after receipt of the invoice, unless otherwise agreed in the offer. This shall apply regardless of whether the customer is already in possession of the goods or not. Representatives and other employees of the Seller are not authorised to accept payments or other dispositions without written power of attorney for receipt of money.
3. If, after conclusion of the contract, it becomes apparent that the Buyer will not perform a material contractual obligation, e.g. due to lack of creditworthiness, the Seller shall be entitled, after the conclusion of the contract and upon the occurrence of a material breach and after setting a corresponding grace period, to declare the contract rescinded and to otherwise dispose of goods already produced, cf. Section VII.
4. The customer shall be obliged, where the goods are machines, to commission the product without delay after receipt by registering it in the Seller’s online portal.
5. Statutory rights of the customer to set off against claims of the Seller or to withhold payment are excluded, unless the customer’s counterclaim is due and undisputed or hasbeen finally determined by a court, or the Seller has materially breached due obligations despite a written reminder and has offered no adequate security.
6. Irrespective of statutory provisions, the customer shall be responsible for the disposal of delivered goods and packaging at its own expense.

VI. Non-conforming or Defective Goods

1. The customer shall examine each delivery after the passing of risk, but no later than upon receipt, for any visible or typical non-conformities, and otherwise in accordance with statutory provisions. Any notice of non-conformity apparent upon inspection shall be given to the Seller without undue delay. Article 38 CISG shall apply.
2. The customer shall be obliged to accept the goods even if defects or non-conformities exist, provided that they only slightly deviate from the agreed specification or only insignificantly impair usability.
3. The customer shall notify the Seller of any non-conformities or defects in title and of the exercise of any remedies within a reasonable period, but no later than 30 days after discovery of the non-conformity. The notice must be in writing and addressed directly to the Seller, drafted with sufficient precision to allow the Seller to initiate remedial measures, and otherwise comply with statutory provisions.
4. Upon proper notice, the customer may assert the remedies provided under the CISG, subject to the provisions in Sections VII and VIII below. Claims for remedies due to non-conformities shall expire after 24 months from the passing of risk for machinery, and after 12 months from delivery for spare parts.
5. Remedies for non-conforming goods shall be excluded where an exclusion ground under Section II of the Warranty Policy applies.
6. Notwithstanding the customer’s remedies, the Seller shall always be entitled to rectify non-conforming goods or to deliver replacements. The processing of remedial measures shall be governed by these Terms and the Warranty Policy.
7. Where the customer wrongfully asserts remedies in respect of non-conforming or defective goods, the customer shall reimburse the Seller for the expenses incurred as a result of such unjustified claim.
8. The Warranty Policy (“Policy for the Handling of Non-Conformities and Model Updates”) of HORSCH shall apply in addition and on a subsidiary basis. The current version can be viewed and downloaded online in the HORSCH portal.

VII. Termination of the Contract

1. The customer shall be entitled to terminate the contract if the statutory requirements are met, the customer has threatened termination in writing, and a reasonable written grace period has expired without success.
2. Without prejudice to further statutory rights, the Seller may terminate the contract if performance of the contract is or becomes prohibited by law, or if insolvency proceedings are applied for against the customer’s assets, or if the customer fails to comply with essential obligations owed to the Seller.

VIII. Damages

1. The Seller shall be obliged to pay damages for breaches of obligations arising from the contract concluded with the customer or from the business relationship with the customer only in accordance with the following provisions.
   
   a)  The Seller shall not be liable for the conduct of subcontractors, carriers, or freight forwarders. The Seller shall also not be liable if the performance of the contract is rendered impossible due to statutory or sovereign measures occurring after the conclusion of the contract. Furthermore, the Seller shall only be liable for culpably caused personal injury or where the organs or personnel of the Seller have intentionally or through gross negligence breached duties owed to the customer, or under the German Product Liability Act (Produkthaftungsgesetz).
   
   b)  In the event of liability, the Seller shall compensate the customer for such damage as the customer proves to have suffered, which was unavoidable and which, in view of its occurrence and amount, was foreseeable to the Seller as a consequence of the breach of duty.
   
   c)  The Seller shall not be liable for purely non-material damage. The amount of damages for delayed or omitted delivery shall be limited to 0.5% of the value of the non-conforming part of the performance per full week of delay, up to a maximum of 5% of that value.
    
2. Without prejudice to further statutory or contractual claims, the customer shall be obliged to pay damages to the Seller as follows:
   
   a)  In the event of late payment of any monetary debt, including repayment of purchase prices, the customer shall reimburse the Seller for the costs of arbitration, court and out-of-court enforcement, as well as interest on the amount owed at a rate of five (5) percentage points from the due date.
   
   b)  In the event of other breaches of duty, the customer shall pay damages in accordance with the applicable statutory provisions.

IX. European Product Liability

1. Where and insofar as the customer resells the goods, the customer shall be jointly and severally liable with the Seller for third-party claims arising under European product liability law.
2. If the customer has modified the machine before resale, the customer shall be solely liable under product liability law for damages resulting from the modified part of the product. In such cases, the Seller shall be entitled to recourse if claims are asserted against it, and the customer shall indemnify the Seller from the outset against any third-party claims.
3. Where claims based on product liability are asserted against the Seller, the customer shall provide the Seller with full support in the disclosure of evidence and shall make all information available that assists in the defence of such claims. This also applies to the customer’s trade secrets.
4. Should the customer breach any provision of this Section, the Seller shall be entitled to damages. Irrespective of the damages, such breach shall result in a contractual penalty of EUR 40,000 being incurred.

X. Miscellaneous Provisions

1. Delivered goods shall remain the property of the Seller until all claims against the customer have been settled in full.
2. Where German law applies under this contract, ownership of the goods shall be governed as follows:
   
   a)  Until full receipt of payment, the goods shall remain the property of the Seller. In the event of a breach of contract by the customer, including default in payment, the Seller shall be entitled to take back the goods. During this period, the customer shall handle the goods with due care and insure them appropriately.
   
   b)  As long as the purchase price has not been paid in full, the customer shall notify the Seller in writing without delay if the goods are subjected to any third-party rights or other interventions.
   
   c)  The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. In such case, the customer hereby assigns to the Seller all claims arising from such resale, regardless of whether it occurs before or after processing of the goods delivered under retention of title. Notwithstanding the Seller’s right to collect the claim directly, the customer shall remain authorised to collect the claim even after such assignment. The Seller undertakes not to collect the claim as long as the customer complies with its agreed payment obligations, no application for insolvency or similar proceedings has been made, and no suspension of payment has occurred.
    
3. The delivery period may be postponed by either party by up to 14 days from the originally agreed delivery date. A postponement by the Seller of up to 30 days shall not constitute a material breach of contract.
4. The customer warrants, during the negotiation, performance and termination of contracts concluded with the Seller, compliance with data protection regulations such as those set forth in Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR). In the event of transmission of personal data from one party to the other, the responsibility of the receiving party shall commence from the time of transmission.
5. Where the customer falls within the scope of the EU Data Act (Regulation (EU) 2023/2854), the provisions of that Regulation shall apply to the contractual parties. In such cases, the rules of the EU Data Act (Annex 1) shall apply.
6. All notices, declarations, communications and other written correspondence must be made exclusively in German or English.

XI. General Provisions

1. The legal relationship with the customer shall be governed by the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) in its German-language version. Other language versions serve only for convenience and are not legally binding.
2. Where trade terms are used, the Incoterms® 2020 of the International Chamber of Commerce (ICC) shall apply, taking into account the provisions of these International Terms and Conditions of Sale.
3. The legal relationship between the parties shall otherwise be governed by German law.
4. In case of disputes, the courts at the Seller’s place of business shall have jurisdiction, in particular the competent Commercial Chambers of the Regional Courts. The Seller shall additionally be entitled to bring proceedings before the Commercial Court of the Higher Regional Court of Frankfurt am Main, Germany, or before a competent court at the place of delivery or the customer’s seat.
5. Should any provision of these International Terms and Conditions of Sale be or become invalid, the remaining provisions shall remain valid. The parties shall replace the invalid provision with a legally valid provision that most closely reflects the economic purpose of the invalid clause.

Annex 1 – EU Data Act

A. Data Use and Sharing Rights by HORSCH as Manufacturer

I.  Use for the performance of contractual obligations

1. Registration data shall be used, insofar as necessary, for the administration of the end customer’s user account and for the performance of contractual obligations (Article 6 (1)(b) GDPR).

2. Product-generated and derived data: These data shall be used to provide the product and related services in accordance with the contract and to ensure their safe and proper functioning. Where such data are of a personal nature, the lawfulness of processing is based on Article 6 (1)(b) GDPR.

II.  Use for own purposes: HORSCH shall further be entitled to use product-generated and derived data for the improvement and further development of the product and the related services, and for the development of new comparable products and services. This, however, shall only apply where and insofar as the data used for such purposes have been fully anonymised beforehand and any traceability to the end user has been excluded.

III.  HORSCH shall also be entitled to such use beyond the term of the contract. Any further use shall not be permitted to HORSCH – including after termination of the contract – unless the end user has given explicit consent under a separate agreement within the meaning of the EU Data Act (Regulation (EU) 2023/2854).

IV.  Data Sharing by HORSCH

1. HORSCH shall be entitled to make available the product-generated and derived data to third parties insofar as this serves the purpose of providing the product and related services in accordance with the contract and ensuring their safe and proper functioning. This, however, shall apply only where the end user has been informed in advance of the recipients and purposes of such data transfers.
    
2. HORSCH undertakes to bind such third parties by contractual terms ensuring that they handle the end user’s data confidentially and use them only for the purposes and under the conditions agreed with the end user, and in compliance with the obligations to protect personal data. The third party shall also be obliged to implement adequate technical and organisational measures to guarantee the integrity, confidentiality, and availability of the data.
    
3. HORSCH shall further be entitled to disclose product-generated and derived data to third parties with whom it cooperates directly for the improvement and further development of its products and related services, and for the development of new comparable products and services. This, however, shall only apply where and insofar as HORSCH has fully anonymised such data beforehand and has excluded any traceability to the end user. HORSCH shall also be entitled to such disclosure beyond the term of the contract. Moreover, HORSCH may only make data available to third parties with the consent or at the request of the end user based on the end user’s right to share data. Data sharing shall, however, be strictly prohibited where the third party is an operator of core platform services designated as a gatekeeper pursuant to the Regulation on contestable and fair markets in the digital sector (Digital Markets Act).

V.  HORSCH shall in no case use or disclose data in a way that would foreseeably prejudice the legitimate business interests of the end user. This in particular includes any use or disclosure intended to obtain insights into the economic situation, assets, or production methods of the end user, or to gain knowledge about product use that could be exploited to impair the end user’s competitive position in its markets.

B. Data Rights of the End User as Customer under the EU Data Act

The end user shall have, under the following provisions, the right to access, use, and share product-generated and derived data.

I.  Connected products and the corresponding digital services shall be designed, manufactured, and made available in accordance with the statutory requirements so that the product and service data generated by them, including the metadata necessary for their use and interpretation, are made available to the authorised end user by default in a structured, commonly used, and machine-readable format.

II.  Access shall be granted via the customer portal “HorschConnect Telematics” (https://telematics.horsch.com) after registration and authentication. The end user may access the data of his machine(s) provided that the respective machine is equipped and designed for data transmission. Data provision shall only take place if the product is connected and the access has been activated via a personal user account.

III.  The end user shall be entitled to transfer the data made available to him to third parties or to grant them access, provided that no statutory or contractual restrictions prevent this.

IV.  Via the portal “eosT10 Wireless Data Exchange” (https://terminal.horsch.com), the end user may upload and download data for the terminal ad hoc. Synchronisation of the terminal shall take place online via a manually established WLAN connection.

V.  The activation of the functions referred to in paragraphs (2) and (4) shall be carried out independently and expressly by the end user. Without such activation, no data transfer or processing shall take place. The applicable terms of use are available at www.horsch.com/portal/terms and shall be deemed accepted upon activation.

C. Pre-contractual Information Obligations under the EU Data Act

1. Agricultural machinery shall be deemed connected products within the meaning of the EU Data Act (Regulation (EU) 2023/2854; hereinafter “DA”), over which HORSCH retains control and disposal rights concerning the data generated.
    
2. The pre-contractual information obligations pursuant to Article 3 (2) of the EU Data Act shall form an integral part of the purchase contract and shall be made available by the manufacturer prior to the conclusion of the contract (see URL).