General Terms and Conditions for the Use of agroparts

General Terms and Conditions of Business (hereinafter referred to as “T&C”) of LexCom Informationssysteme GmbH (hereinafter referred to as “LexCom”; refer to the Legal Notice for more contact and company information), Rüdesheimer Strasse 23, 80686 Munich, Germany, for the “agroparts” Internet offering addressed by the domains “agroparts.com” and “agroparts.de” (hereinafter referred to as “agroparts”).

Version: July 2020 (T&C April 2020)

(The T&C set out below also include legal information on the rights of consumers pursuant to the statutory provisions on distance selling contracts and electronic business transactions.)

§ 1 Scope of application

  1. The user accepts these T&C by clicking on a button designed for this purpose during the registration process. Users may access, print and save these T&C at any time, even after conclusion of the contract, by following the “T&C” link which is available on all pages of the agroparts website (lower margin on the website).
  2. The terms and conditions set out below shall apply to all contracts between users of agroparts and LexCom relating to the use of agroparts. Users of agroparts are usually traders (§ 14 BGB - German Civil Code); however, the service is also open to consumers (§ 13 BGB). Those provisions of the T&C that relate specifically to traders are identified accordingly.
  3. Any deviating, contrary or supplementary T&C shall not become an integral part of the contract unless their validity has been expressly agreed to in writing.

§ 2 Scope of services

  1. agroparts offers information from various agricultural vehicle manufacturers (hereinafter referred to as “manufacturers”) about their genuine spare parts. In addition, agroparts provides the following functions:
    1. Authorised dealers may use the agroparts platform to submit inquiries to the manufacturers/importers registered with agroparts and these inquiries may result in purchase orders. Other users (including consumers) may add spare parts to a virtual shopping basket, which can then be sent to their chosen authorised dealer (1) electronically using the agroparts messages function or (2) in printed form outside of agroparts.
    2. Provided the function is available in the particular market, agroparts users who have the status of an authorised dealer can provide their own shop via agroparts. They can license their own instance of agroparts, via which users are then also able to order spare parts. To register, the authorised agroparts user logs in then clicks on the user symbol in their agroparts account, clicks on the “agroparts DealerShop” menu item and follows the instructions for registration. The Supplementary General Terms and Conditions for the agroparts DealerShop apply.
  2. Users of agroparts also have the option to download original spare parts catalogues for their individual machines via the “agroparts Mobile” app and to use them offline. It is possible to order and use “agroparts Mobile” while using agroparts. Additional terms and conditions apply for the use of “agroparts Mobile”.
  3. agroparts offers 98.5% availability on a monthly basis, except for a scheduled maintenance window on Sundays from 6:00 a.m. to 4:00 p.m. (German time) and except for any causes which are beyond the responsibility of LexCom.
  4. LexCom shall not be responsible in the course of rendering its services for (a) the completeness of the spare parts entered into its database (b) the completeness and accuracy of the data and information provided by the manufacturers (including their respective general terms and conditions) since the compilation of this data is beyond the control of LexCom. Whenever any deficiency regarding the data should become apparent, LexCom will immediately inform the manufacturer concerned and make corrected data available. All spare part prices displayed are recommended retail prices specified by the manufacturers. Only the individual seller can provide binding pricing information.
  5. The agroparts concept is understood as an offer to facilitate the flow of information from the manufacturers to the actors in the secondary market such as, for example, authorised dealers or spare parts dealers. The parties enter into a business relationship by the buyer sending an inquiry (clicking the “Order now!” button on the “Purchase order” page) and the seller accepting the inquiry in accordance with §2 No. 1 a) or by the buyer placing an order with a selected dealer in the agroparts DealerShop in accordance with §2 No. 1 b). Any subsequent conclusion of contract, delivery and payment of the spare parts between the users (dealers and manufacturers) is beyond the responsibility of LexCom.
  6. agroparts itself offers neither spare parts nor information beyond the contents of the database.
  7. If the user is a manufacturer or importer, he may store his order and shipping methods in agroparts by arrangement with LexCom. LexCom will not verify the content of this information and is therefore not responsible for it.
  8. If different agroparts users within a company or group of companies work in different locations (head office / branch), agroparts makes it possible to link user accounts in such a way that users at the head office are able to carry out actions (including orders) on behalf of and for the account of the branch. The technical requirements and limitations of this “linking and management of company locations” are described in more detail in the corresponding user manual, which can be opened within agroparts. The users involved are solely responsible for the legal consequences of granting authorisation to users at a head office in the course of using this functionality.

§ 3 Registration

  1. Users must register with true and correct information in order to use agroparts. To do this, the user clicks on “Register for free”, enters his customer data and a password (the selected e-mail address and password are used as access data after completing the registration), confirms acceptance of these terms and conditions and confirms this information by clicking on the “Register” button. By clicking the button, the user accepts LexCom’s offer to conclude a user contract with LexCom for the use of agroparts. The user then receives an (unencrypted) e-mail from LexCom containing a verification code. Entering this code on agroparts completes the registration process and the user can access the site.
  2. Registration is only permitted to individuals and legal entities with full capacity to enter into legally binding contracts. If the user is registered by a representative, LexCom shall be entitled to demand proof of power of representation. The details concerning this power of representation shall be defined by LexCom and the representative must be named.
  3. The user may change the password at any time while using agroparts. agroparts will never ask a user for the password by e-mail or on the telephone. If a user having administrator rights—usually referred to as “admin”—is permitted to create further users under the same agroparts ID, the admin user shall register such users accordingly with true and correct data and make them aware of the necessity to maintain secrecy about the access information.
  4. LexCom reserves the right to cancel a user’s registration at any time without prior notice and disable access for the user in case of any false statements when registering, violation of the duties arising from the user contract (particularly §§ 3 and 5) or misuse of the agroparts portal.
  5. Authorised spare parts dealers and workshops may then opt to activate the online ordering function. The provisions of § 3 no’s 1-5 apply analogously. The registered user’s first step after logging in is to open the menu of the respective manufacturer by clicking on the corresponding brand logo on the agroparts website and selecting “Ordering system”. The user then enters his dealer number and clicks on “Send request”. The data is then sent to the manufacturer for verification. If the manufacturer confirms that the user is entitled to submit online orders, LexCom will send a message informing the user of this and the online order function will be activated. If one or more manufacturers deny that a user has the status of an authorised spare parts dealer or workshop, LexCom reserves the right to disable the online ordering function for the manufacturer brand in question. LexCom will send a message, informing the user of this.

§ 4 Data protection and security

  1. Any and all personal data collected from the user is handled in compliance with the data security legislation that is applicable for LexCom. LexCom’s Privacy Statement shall apply.
  2. Users acknowledge that information about their ordering and usage activities in agroparts may be evaluated and forwarded to the manufacturers integrated in agroparts and to their importers for the purposes of measuring success/usage and enhancing agroparts based on a legitimate interest in accordance with Art. 6 (1) f) GDPR. In this case, personal data are processed only as far as is necessary to achieve the purpose and also appropriately deleted/anonymised, or they are processed only with the user’s explicit consent, which is obtained through the use of agroparts.
  3. Authorised spare parts dealers or workshops also give their consent to personal data and information about parts availability being forwarded to the manufacturers/importers participating in agroparts upon activation of the “Parts locator” function. The user may activate or deactivate this function at any time.

§ 5 User’s obligations

  1. The user confirms that the information provided is true and complete. The user is also obliged to enter any changes in the User data / Company data area without delay.
  2. The user confirms that the input and messages submitted by the user do not violate any legal provisions or rights of third parties and that they will not have any adverse effects on the data or the data processing system of LexCom. In particular, the user is prohibited to offer or request information or data that would violate any criminal laws or other legal provisions or the exchange of which is prohibited or subject to permission.
  3. It is not permitted for users to reproduce, to save in other media, to distribute or to change the information, data, drawings, specifications and documentation stored on the agroparts site (“agroparts material”). Access to the agroparts material via automated processes (e.g. robots, spider tools etc.) is prohibited. Individual pages may only be printed or saved for personal use.
  4. agroparts is used primarily for the purpose of identifying spare parts required for agricultural machinery and purchasing them from agroparts. The user will use agroparts only to an extent that does not significantly exceed the customary scope of use for this purpose. If the usage goes beyond this purpose and/or the usual scope of use, LexCom reserves the right to restrict or block access to agroparts.
  5. The user must not share his personal access data (user name and password) with third parties or pass them on to third parties.
  6. The user may only register for one agroparts account at a time.

§ 6 Prices for agroparts

  1. Should any part of agroparts be subject to a charge, the user will be informed of this in advance and their explicit confirmation of acceptance obtained.
  2. All prices listed are gross prices and include the applicable VAT, depending on the residence or the registered office of the recipient of service (EU/third countries). 
  3. All fees shall be settled by either credit card or direct debiting, depending on the user’s location. It is the responsibility of the user to ensure that the account or the credit card maintains an adequate balance and that all credit card or bank details are up to date and correct. In the event of a failed booking/reversal, LexCom may demand that the user reimburses the actual costs incurred. If settlement is made by prepayment, all fees incurred for the bank transfer shall be borne by the user. The user will be cleared and enabled when the amount is credited to the account of LexCom.

§ 7 Notices and declarations

  1. According to the nature of the platform, the sales contracts initiated via agroparts are concluded by means of electronic communication. Declarations of intent in this regard are therefore usually made by e-mail.
  2. The users recognise the unrestricted validity of declarations of intent made in this manner subject to the following clauses:
    1. In the e-mail message, common information must neither be suppressed nor circumvented by anonymisation, i.e. the message must include the name and the e-mail address of the sender, the time the message was sent (date and time) as well as a repetition of the sender’s name at the end of the message. Unless proven otherwise, an e-mail message received according to the criteria of this clause shall be deemed to originate from the other party.
    2. All messages shall be phrased in German or English language and the associated “Contact” module must be used.
  3. The user is obliged to take note of the messages addressed to the user at least once a week.
  4. To send a message or declaration relating to these T&C, please use our contact form.

§ 8 Disruption of service

If any substantial disruption of service of agroparts should occur that is within the scope of responsibility of LexCom, a downtime of more than 24 hours shall extend the period of use by the same period.

§ 9 Limitation of liability

  1. LexCom shall be liable to the user without limitation in case of intent or gross negligence for any damage caused by LexCom, its legal representatives or persons employed in performing its obligations.
  2. As to ordinary negligence, LexCom shall be liable without limitation in case of injury to life, limb or health. In all other respects, LexCom shall only be liable insofar as the company has violated an essential contractual duty (material contractual obligation). Material contractual obligations are obligations that must be fulfilled for proper performance of the contract, whose breaching would jeopardise achievement of the purpose of the contract and on whose observance the contracting party may duly rely. Liability in such cases shall be limited to the foreseeable, typically occurring damage.
  3. Liability pursuant to the provisions of the product liability legislation shall remain unaffected.

§ 10 Indemnification

  1. The user shall indemnify LexCom against any and all claims asserted by other users or other third parties against LexCom for any violation of their rights by contents published by the user on agroparts. The user shall bear all reasonable costs incurred by LexCom as a result of any violation of a third party’s rights, including any reasonable expenses incurred for legal defence. All other rights as well as any claims for damages on the part of LexCom shall remain unaffected. The user shall be at liberty to prove that LexCom has actually incurred lower costs.
  2. If the user’s contents should violate any rights of any third party, the user shall at the election of LexCom either procure the right to use the contents for LexCom at the user’s own expense or revise the contents in such a way that they are not subject to property rights.

§ 11 Provisions related to the P2B regulation

The provisions of this § 11 ensure that LexCom is in compliance with particular requirements of the EU regulation 2019/1150 of 20 June, 2019 to promote fairness and transparency for business users of online intermediation services (“P2B regulation”), insofar as these requirements are not already met by other provisions of these terms and conditions.

  1. Limitation, suspension and termination: LexCom reserves the right to temporarily restrict or terminate agroparts for users under the following conditions:
    1. In the event of a violation of the obligations from § 5 of these terms and conditions.
    2. If the user is either in arrears with the payment of the subscription fees (§ 6) or a considerable part of the subscription fees for two consecutive due dates or if the user is in arrears with the payment of the subscription fees in a period that spans more than two due dates by a figure that amounts to the subscription fees for two months.

    In the cases stated here, LexCom will notify the user by email in good time before or at the same time as the measure takes effect.

  2. Ranking: When the user searches for spare parts dealers for the purpose of initiating orders, the user is shown the dealers who are relevant for his order sorted according to objective relevance criteria (such as distance from the user’s headquarters/address). Otherwise there is no qualitative ranking in the sense of the P2B regulation. Dealers have no way to directly or indirectly influence a ranking within agroparts for a fee.
  3. Access to data after the end of the contract: LexCom hereby points out that user data may continue to be stored by LexCom after the end of the contract in accordance with the data protection laws applicable to LexCom, if this is permissible due to legal or other retention requirements or based on a legitimate interest.
  4. Access to data during usage: LexCom hereby points out that business users have access to their own data stored in agroparts (whether with or without personal reference) or to that of other users as follows:
    1. During order processing according to § 2, the (personal) data for the users involved in the order are transmitted and stored.
    2. To promote sales, business users receive the contact details of potential buyers (other users), provided they have given their prior consent.
  5. Internal complaints management system: LexCom has set up an internal complaints management system that meets the requirements of the P2B regulation. The corresponding contact information can be found on the agroparts website (Imprint). Information from LexCom on the functioning and effectiveness of the internal complaints management system is also available here.
  6. Mediation: In the event of complaints from users that cannot be resolved using the internal complaints management system specified in the P2B regulation, LexCom is willing to work together with at least the following mediators in order to achieve an out-of-court settlement of any disputes with business users relating to the provision of agroparts and corresponding complaints:
    1. Lawyer Jutta Klumpp, Kanzlei Klumpp, Südostallee 128, 12487 Berlin, Germany; Tel.: +49 (0) 178 460 5257; e-mail: info@kanzlei-klumpp.de.
    2. Lawyer Dr. Philipp Höttler, LL.M., Hoflacher Strasse 6, 82223 Eichenau, Germany; Tel.: +49 (0) 172 7378310; e-mail: info@kanzlei-hoettler.de.

§ 12 General provisions / Place of jurisdiction / Applicable law

  1. German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). If the user is a consumer, the applicability of mandatory provisions of the legal system in place in his country of residence remains unaffected.
  2. The place of performance for all mutual services and payments under the contract shall be Munich, Germany.
  3. If and to the extent a user is an entrepreneur, the legal venue shall be Munich, Germany.
  4. The present T&C are published in the German language and in various other languages. In case of doubt, the German version shall be authoritative for the interpretation of the T&C.
  5. LexCom reserves the right to amend these T&C at any time and without having to state any reasons for such amendments. The user is made aware of the change when logging into his account. Should the user not object to the amendment within four weeks of becoming aware of its existence, the amended clauses shall be deemed accepted.
  6. LexCom is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.