General terms and conditions

Section 1 Offers and the conclusion of sales 

1.  All offers are non-binding.
2. By agreements of all kinds, which have been made orally, on the telephone, in writing, or through a representative, only the written confirmation of any offer which has been made is binding, assuming that such a confirmation exists. The General Terms and Conditions of the buyer are explicitly excluded. If two documents of confirmation somehow cross each other, then only that of the seller is valid. The exclusion of the General Terms and Conditions of the buyer also applies if the seller - in full knowledge of said - possibly conflicting - conditions - carries out a delivery or accepts payment of the sale price.
3. All stated information regarding dryness, dimensions, weight, delivery deadlines, transport costs and etc. is non-binding.
4. Transport of goods by rail means 'Free on rail' at the shipping point or siding; transport of goods by road transport means 'Free on Truck' at the premises of the seller.
5. If, subsequent to the conclusion of a contract of sale and prior to the fulfillment of the said contract, the seller's market price of the goods is affected by changes in prime costs - taxes, customs duties, transport costs, fees, or charges of any sort - which adversely affect the market price, the seller is entitled to inform the buyer of any changes to the agreed price. This is also applicable to delivery delays for which the seller is not responsible. The buyer has the right, in the case of the agreed prices rising considerably, to withdraw from the contract.
6. Ancillary transport costs and the material necessary for dispatch and delivery are to be separately billed to the buyer, as long as nothing has been agreed in writing to the contrary. Bills of lading remain in the possession either of the seller or the seller's freight-forwarder, even if this delivery takes place from stock or at the border.
7. The rights of the buyer arising from this contract are not transferable. 

Section 2 Demands for deliveries and acceptance of deliveries 

1. If a request to have an order delivered, or or a request for acceptance of delivery, or a notice of readiness for delivery, remains completely or partially unsuccessful for more than eight days the seller is entitled to withdraw from the contract or to demand compensation on the basis of failure to fulfill contractual obligations.
2. In a case as described in paragraph one the seller is also entitled to demand fulfillment of the contract and to demand immediate payment on the basis of a provisional invoice, which can be an estimate should there be no exact specification which can form the basis of an exact invoice.
3. After the expiry of a payment deadline as defined in paragraph 1 the buyer is obliged to bear the cost of storage and security of the goods at the buyer's own risk. Storage costs, warehouse-rents and fire insurance costs can be invoiced to the buyer. There is no insurance obligation for the seller.

Section 3 Transfer of Risk 

1. The risk of an accidental loss or incidental deterioration is transferred to the buyer at the point of notification of availability of the goods, or at the latest with the transfer to the freight forwarder or to the carrier.
2. With the transfer of the goods to the freight forwarder or carrier, or the delivery of the goods to the vehicle of the customer, or the loading of the goods onto the vehicle(s) of the seller the risk is also transferred to the buyer.

Section 4 Delivery time 

1. Should a delivery be delayed due to the seller, the buyer is obliged to set the seller a suitable delivery deadline. If this deadline passes without the delivery having been made, or if after threat of refusal of performance no delivery occurs, then the buyer is entitled to withdraw from the contract. The buyer has the right to compensation only in cases in which the seller or the seller's vicarious agents are guilty of willful intent and/or gross negligence. The suppliers of the seller are not vicarious agents of the seller.
2. In the case of an unpunctual or improper delivery the buyer is entitled either to completely or partially withdraw from the contract, or to extend the delivery deadline.

Section 5 Force Majeure 

All events for which the seller is not responsible, especially those over which the seller has no control (such as industrial disputes, war, fire, acts of sovereign power, natural catastrophies etc.) free the seller from the duty to fulfill the contract for the length of time that the effects of such events are occurring and also for a suitable preliminary period. The seller is obliged to inform the buyer about the occurrence of such cases. In the event of a long-term interruption to business the seller is entitled to wholly or partially withdraw from the contract.

Section 6 Payment 

1. Payments for deliveries and services of the seller have to be made - unless otherwise agreed - net from the date of the invoice and free of all charges to the seller.
2. Freight charges, customs duties, insurance costs, and any possible transport costs which affect the delivery of the goods are to be submitted by the buyer free of any incurred charges.
3. Discounts are inadmissable should a debt exist on an earlier invoice, which is older than 30 days. Incoming payments are always to be calculated taking into account any older still-existing debt.
4. In  the settlement of bills of exchange - which is to be agreed in advance -  the buyer is obliged  to deposit bills of exchange eligible for discount by a federal state bank within eight days from date of invoice. The term of the bill of exchange may not exceed 90 days - calculated from the date of invoice. Tax on bills of exchange and the usual bank discount charges are to be born by the buyer. Bills of exchange and cheques will only be accepted for the purpose of payment. Fulfillment occurs on final payment.
5. Should the payment of an invoice not be performed within the agreed payment period, interest on the outstanding amount is applied beginning from the day following the deadline set for payment. This interest is to be set at least at the interest rate which the bank of the seller charges for overdrafts on a current account. In addition to this all bank costs falling to the seller resulting from this failure to meet the payment deadline are to be paid by the buyer. The buyer is permitted to prove minor or lesser damage.
6. Partial deliveries are to be immediately invoiced and are to be paid immediately. Partial deliveries are to be paid for separately, and this payment is not dependent on their relation to the total amount to be delivered.
7. Prepayments at the time of the conclusion of the contract are to be calculated pro rata per individual partial delivery.
8. Should the buyer not adhere to the payment deadline the buyer is in arrears even if no reminder has been sent. The seller is entitled, without setting another deadline, to withdraw from the contract - in so far as it has not been fulfilled - or to demand compensation on the grounds of  non-fulfillment.
9. The right to reserve or to offset payment either partially or completely can only be made for deliveries arising out of the contract current at the time.  A right of retention or an offsetting statement can only be valid for faulty goods and then is limited to an amount which may be considered to be an appropriate reduction. Should disagreement arise regarding the possibility or the appropriacy of a declared compensatory payment, or should disagreement arise regarding the extent of the demanded reduction of payment, or the amount of an offset compensatory payment, a surveyor/evaluator appointed by the Bremen Chamber of Commerce is to decide the entitlements and the appropriateness of the claimed reduction. Any sums arising from the reduction or the offset calculations are to be paid into a notarial trust account to be determined by the seller. The costs of the surveyor are to be born by both the buyer and the seller percentually according to the results of the survey. Upon completion of this process the possibility of making further claims regarding this contract or delivery is excluded.

Section 7 Guarantees, warranties, complaints, and notices of defects 

1. Notices of faults and other complaints have to be performed without delay - at the latest within five working days of receipt of goods - at the named place of destination and before the goods are either processed or treated in any way, in writing and accompanied by an exact description of the type of complaint, and extent of the complaint, and the reason for the complaint.  Surveyed goods or accepted goods may not be rejected. Complaints regarding quantity will only be considered if they are detailed on the delivery note.
2. In the case of a complaint the buyer is obliged to accept the goods, to unload the goods, and to store the goods appropriately. Until the complaint has been resolved the buyer is not permitted to either use the goods which stand under complaint or otherwise process them in any way whatsoever. Should the buyer process or use the goods in any way the delivery is to be regarded as being according to contract.
3. Should the complaint be substantiated the seller shall grant to the buyer - under explicit rejection of any further demands - either a replacement delivery or a price reduction. Should the seller - within a suitable time period - fail to deliver a replacement delivery, or should this not be possible for the seller, or if the seller refuses either a replacement delivery or a price reduction, then the buyer is entitled either to withdraw from the contract or to demand a price reduction. The same applies if the replacement delivery is also subject to notice of defect and that this notice of defect gives rise to a legitimate complaint.
4. The seller is not responsible for complaints should the grounds for said complaints not be visible on the surface of the delivered goods. This also applies to goods - sawn softwood square and round timber - which have been found to be faulty only after their processing or further use - unless the seller has maliciously concealed the discovered fault. This also applies to timber-based semi-finished and fully-finished products.
5. Claims for compensation are excluded as long as the seller or his vicarious agents have acted neither maliciously nor with gross negligence.
   
   Timber is a natural product. It has natural properties, variations and characteristics and it is necessary to consider these. The buyer should always take the biological, physical, and chemical properties, and the projected use, into account when buying timber.
   
   The range of natural color, structural and other differences within a particular type of wood belong to the natural properties of the timber and do not constitute grounds for complaint or legal action.
   
   In case of uncertainty about wood characteristics the client should ask for a professional advice that is given by an expert.

This does not apply, if - and in so far as - the seller assured, in writing, that goods possessed a property, which encompasses the risk of possible consequential damage and to which §463, §480 Abs 2, §635 of the German Civil Code apply. 

In so far as nothing in the sections of the German Civil Code listed here is intended, other demands - particularly those caused by a product-fault which was caused by the seller - for consequential damages, (arising from impermissible acts, arising from positive contractual violations, arising from indebtedness at conclusion of contract, arising from impossibility or inability) are excluded, unless the seller has been grossly negligent or has acted with unlawful intent. 

In the case of products which the seller obtains, the obligations of the seller are limited to the demands which the seller has on the seller's suppliers. The seller is able to free himself from his obligations to the buyer by assigning his demands on his suppliers directly to the buyer.

Section 8 Credit-worthiness

1. The conclusion of any contract is dependent on the ability to pay of the buyer and on the  creditworthiness of the buyer.
   
   The buyer is hereby informed, that the seller handles the data acquired from the business relationship between the buyer and the seller according to the federal data protection laws. The buyer therefore agrees that the seller, or the partner companies commissioned by the seller, may use the personal information provided by the buyer for the purposes of verification of identity and financial standing, by sending the data to credit agencies, which will use the data received to assess the buyer on the basis of their mathematical and statistical processes and to inform the seller or the partner companies commissioned by the seller about the buyers personal and financial situation.
2. Should events or incidents regarding the buyer occur - such as for example protested bills of exchange, slowness in paying, information which is detrimental to the buyer  - which lead to doubts regarding the creditworthiness of the buyer, or, alternatively, if such events were already evident and became known to the seller only subsequent to the conclusion of any particular contract, then the seller has the right to demand payment in advance or, alternatively, to demand the provision of suitable collateral. Should the buyer not comply with these demands for either advance payment or collateral the seller is entitled to either withdraw from the contract or to demand compensation due to non-fulfillment of the contract.
3. Should the events described in paragraph 2 occur the outstanding claims of the seller are due in their entirety.

Section 9 Retention of title to the goods 

1. The seller retains title to all goods delivered to the buyer up to the point of complete payment of all the monies due to the seller resulting from this business arrangement, including those regarding the future and those from any possible open current account.
2. The goods are to be insured against fire and theft by the buyer, and are to be stored in such a way which ensures that the goods can be easily recognised as belonging to the seller. In the event of any insurance claim the buyer has to assign any compensation received from the insurance company to the seller. The buyer is obliged to inform the seller of any insurance claim and to inform the seller of the name of the insurance company and the insurance policy number.
3. In the case of the buyer not paying for the goods on time the seller is entitled to demand the return of the goods. The repossession of the goods in such a case does not represent a withdrawal from the contract. The seller is in such a case entitled to demand either carriage-free return of the goods or alternatively to arrange for transportation and return of said goods at the expense of the buyer. The buyer declares at the point of conclusion of the contract their irrevocable agreement to accept an encroachment on their property in such a case.
4. The buyer is only entitled to pass on goods which are subject to retention of title -  regardless of  whether the goods are raw, processed, finished, or bound - under the circumstances of a properly conducted business operation.
5. The buyer is neither permitted to pledge the goods, nor to assign the goods as security. The buyer is obliged to inform the seller by means of registered letter should a third party confiscate or attempt to confiscate the goods which are the property of the seller. The buyer has to bear the costs of any intervention process.
6. The buyer and the seller both agree that in the case of the delivered goods having been processed by the buyer (or his agents) the ownership of the newly-processed goods at the point of time of their creation is transferred to the seller, for the purpose of security for the demands arising from the business conducted between the seller and the buyer. The buyer is the custodian of the goods for the seller up to the point at which the buyer has completely settled each and every demand connected to the order concerned. The buyer is the custodian of the goods on behalf of the seller both before and during the processing of the goods.
7. Should the buyer process the goods along with the goods of another supplier, or along with goods belonging fully to the buyer, the seller obtains - in relation to the value of the goods delivered by the seller - rights to the newly processed goods.The seller is also entitled to demand a 10% (ten percent) security surcharge on the combined ownership of the newly processed goods. The buyer stores and safeguards the newly-created goods free of charge to the seller, within the scope of the combined ownership rights of the seller, for the seller. Should the reserved goods be - together with other goods not in the possession of the seller - disposed of or otherwise transferred or assigned - unprocessed, processed or bound - the demands of the seller resulting from the transfer or passing-on of the goods result in a security surcharge of an additional 10% (ten percent) of the value of the reserved goods, unless the rights of any third party prevent this.
   
   The buyer is obliged, should the seller so demand, the reveal the name of the the buyer's debtor and the extent of the debtor's financial obligations, and to inform the debtor regarding the assignment of the seller's demands. The assignment takes place under the condition that the full payment to the seller of all demands arising from the business relationship between the seller and the buyer dissolves the assignment.
8. Should the reserved goods from the seller be either built into the property of the seller in such a way as to form an essential element in that property, or processed for construction purposes, the buyer foregoes rights arising from the sale of the property, or from any existing claims arising out of  real estate law, to the value of the reserved goods and in addition to the value of all ancillary rights including costs, with priority over all other remaining creditors. The buyer grants the seller the right to a security mortgage according to §648 of the German Civil Code.
9. Should the reserved goods from the seller be either built into the property of a third party in such a way as to form an essential part of the property, or processed for construction purposes for a third party, the buyer assigns to the seller the rights the buyer has against the third party, or against other interested parties, to the value of the reserved goods and in addition to the value of all ancillary rights including costs, with priority over all remaining creditors including the costs connected to the establishment of a security mortgage.
10. As security for the seller of the retained goods the buyer assigns in advance all demands arising from a possible justified or unjustified passing-on of the reserved goods to the seller. The buyer assigns all demands to the seller regardless of whether the reserved goods have been resold to one or more customers before or after any processing. The buyer assigns all demands to the seller to the full value of the reserved goods, and in addition - unless the rights of a third party prevent this - a surcharge of 10% (ten percent) is to be added.
    
    The buyer has to take care that with the further passing-on of the goods that the demands assigned in advance to the conditional seller do not  play any part in any current account relationship or open account relationship between the buyer and any third party, in so far as a current account relationship between the buyer and the buyer's customer is established, the demands assigned from the buyer to the seller extend to the respective current balance and primarily to the extent of the assigned demands.
11. The seller empowers the buyer, to properly fulfill the buyer's obligation to the seller up to the point at which the buyer's obligation to the seller has been properly fulfilled.
    The buyer is obliged to pay any single sums to the seller immediately. Should this not be done, the single sums are to be reserved and kept separately.
12. Should the buyer suffer delays in being able to pay, so is the seller entitled to directly recover the sum(s) which have been previously assigned to the seller directly from the third party involved. In such a case the buyer is obliged to, without delay, inform the seller regarding the identity of the customer of the buyer. The buyer immediately and irrevocably agrees to permit the seller to inspect the buyer's account books, in order for the seller to gain the necessary information. Should the buyer refuse to permit the seller access to the buyer's account books, the agreement now exists that the seller may enforce this by means of an injunction.
13. Should the buyer accept bills of exchange for the goods supplied by the seller which the buyer has sold on, then it is necessary for the buyer to offer these bills of exchange to the seller as part or whole payment for the goods delivered. In this case the acceptance of the bill of exchange can only be accepted as payment if the value of said bill is equal to or more than the value of the price demand of the seller after deduction of any related discount and costs. In such a case the buyer only has the right to payment of any sums remaining after payment of the outstanding sum owing to the seller once the debt to the seller has been paid. The buyer can demand partial bills of exchange, and in this case the buyer is only obliged to offer partial bills of exchange to the seller to the amount which the buyer owes to the seller. The buyer has to bear any costs or losses which the seller may have to bear due to the seller being paid in bills of exchange and not in money.
14. In the case of the buyer selling goods on, which have been neither treated nor processed, under retention of title, the buyer hereby retains title of ownership on behalf of the seller.
15. Existing rights in law remain unchanged by payments by bills of exchange, account balancing, and deferrals. These existing rights exist alongside the rights contained within §46 KO. The seller explicitly renounces rights granted under §50VglO
16. The provisions contained within these terms and conditions - or the conditions enshrined in the relevant laws - regarding the time point of the transfer of risk remain unchanged by the retention of title.
17. The seller declares, that, with the conclusion of the contract or respectively the agreement with these terms and conditions, the acceptance of all the accounts and/or rights assigned.
18. Should the value of the security given by the buyer exceed the seller's demands by more than 20%, the seller is then obliged either to retransfer or to release, according to the seller's choice.

Section 10 Place of Performance and Court of Jurisdiction.

1. Place of performance for payment of the purchase price, and for other services of the buyer, is the Head Office of the seller. This is also valid for cheque and demands arising from bills of exchange.
2. Place of performance for the delivery is the place where it is agreed that the goods - for the purposes of the delivery or the agreed transfer to the buyer - shall be delivered to. The place of performance remains unchanged if the seller arranges the delivery of the goods.
3. The court of jurisdiction for all disputes against the seller, and also for bill-of-exchange and cheque disputes against the seller, is Bremen.

Section 11 Definition of quantities and sizes

All quantities quoted are approximate, and a tolerance of 10% plus or minus is allowed.

Section 12 Liability and  trade practices 

1. The liability of the seller is restricted exclusively to these general terms and conditions of business. All demands - also demands for compensation - not explicitly stated in these general terms and conditions of business are excluded, unless they are connected to a grossly negligent breach of contract.
2. The respective trade customs (Tegernseer Customs, and the trading customs of the Association of German Timber importers (registered association)) are also valid, albeit subordinately, in so far as they do not interfere with the above detailed conditions.