Conditions of Sale, Delivery and Payment

(General Terms and Conditions -AGB-)

  • Scope
    1. All our deliveries are made and services provided exclusively on the basis of the following conditions. In addition to this, the corresponding traffic norms are also applicable for the transport of round log, timber and semi-finished wooden goods; for traders, the “Tegernseer norms” are also applicable along with the annexes and appendix, unless specified otherwise in the following conditions.
    2. If the purchase conditions of the purchaser contradict with this AGB, these shall not be binding upon us, although no explicit opposition is shown by us.
  • Conclusion of contract
    1. Our tenders are never binding . Subject to prior sale.
    2. Every modification or amendment to these conditions should be made in writing to be effective.
  • Prices, calculation of commission
    1. The prices are calculated Free In at the point of departure of goods, supplier and/or forest or free receiving station, depending upon the contract.
    2. If, in the period between the conclusion and fulfilment of the contract, taxes, duties, freight charges, wages and salary rates etc. are increased, we shall reserve the right to increase the prices accordingly, if a period of more than four months is agreed upon between the conclusion and fulfilment.
    3. If a commission is agreed upon, this shall be calculated on the basis of the prices ex-works. Additional costs such as freight charges and duties shall not be taken into account in this calculation.
  • Delivery, transfer of risk, problems during delivery
    1. The risk shall be transferred to the purchaser as soon as the goods are ready, or latest as soon as they are handed over to the carrier or shipping agency and/or as soon as they leave the factory, forest or warehouse. This is also applicable in case of carriage paid dispatch.
    2. Dispatch shall take place either ex-works or carriage paid, as per the agreement. In case of carriage paid delivery, the means of transportation will be decided by us.
    3. If any freight charges are agreed upon, the purchaser will not be given any discount on the freight costs.
    4. We are entitled to make partial deliveries at any point of time.
    5. If the delivery deadlines cannot be complied with due to force majeure, e.g. mobilisation, war, riots or other incidents such as strikes, lock-outs, the terms shall be extended accordingly to a reasonable limit. If the problem persists longer than two months, we shall have the right to withdraw from the contract.
    6. If we fall into arrears, the purchaser can claim a compensation of 0.5% to maximum 5% of the corresponding delivery value for every completed week of delay as the lump sum compensation for damages, after satisfactorily proving the damages caused to him. Any other damage compensation claims of the purchaser resulting from a delayed delivery and such claims as a replacement for services following a delayed delivery, which amount to more than the lump sum compensation amount are excluded, even after the expiry of a fixed term for subsequent delivery. This shall not be applicable in case of criminal intent, gross negligence or injury to life or health, which calls for compulsory assumption of liability. The purchaser can withdraw from the contract only if we are responsible for the delay in the delivery.
    7. On request, the purchaser shall declare (within a reasonable period of time) whether he wishes to withdraw from the contract due to the delayed delivery or will accept the delivery.
  • Payment
    1. Unless agreed otherwise, payments should be made in cash within 30 days after the date of calculation without any deductions, even in case of partial deliveries. The invoice date will correspond with the date of loading.
    2. Cheques and bills of exchange will be accepted only as payment; bills of exchange will be agreed upon separately. The discount and note charges will be paid by the purchaser. We shall not assume the liability for timely presentation of bills of exchange and cheques.
    3. If the payment is delayed, we shall be entitled to demand interest @ 9% more than the base lending rate. If we have the right to demand an even higher interest on the basis of another legal argument, we can exercise this right.
    4. In the event of non-compliance with the payment terms and other payment conditions, pending payment, request for initiating the bankruptcy proceedings on the purchaser’s property or in the presence of other circumstances, which reduce the credit rating of the purchaser, all our payment claims against the purchaser will become due immediately – in case of bills of exchange without taking into account their validity period; we shall not only have the right to charge the interest as mentioned under point 3, but will also be entitled to make the outstanding deliveries (also those resulting from other contracts) only against an advance payment or a security. If this is not feasible, we shall have the right to withdraw from the contract or claim compensation instead of your services, irrespective of other rights given under VI no. 8.
    5. Our agents, representatives or field staff will be authorised to receive the payment only against an explicit written power of authority.
    6. The payment should be made only against a counterclaim that has been approved or legally ascertained by us.
  • Retention of title
    1. The delivered goods shall remain our property till the complete payment of the purchase price and redemption of all our receivables resulting from the business relationship till the time of delivery and fulfilment of other claims pertaining to the purchased object.
    2. The retention of title shall be applicable against traders, legal entities of Public Law or special public assets if individual claims are made in the current invoice and the balance has been worked out and acknowledged.
    3. If the purchaser processes or converts the goods subject to retention of title to new movables, the conversion shall take place for us, whereby there shall be no obligations upon us; the new movables too shall become our property. If such goods are processed along with other goods which do not belong to the purchaser, we shall acquire the co-ownership of the new movables according to the ratio of the value of the goods subject to retention of title to other goods at the time of processing.
      If the goods subject to retention of title are not mixed with the goods that do not belong to the purchaser as per §§ 947, 948 BGB, we shall become co-owners as per the legal clauses. If the purchaser acquires full ownership of the goods, he shall transfer the co-ownership to us as per the ratio of the value of the goods subject to retention of title to other goods at the time of mixing the goods. Under such circumstances, the purchaser shall preserve the goods (which are goods subject to retention of title), of which we are the owners or co-owners, free of cost.
    4. If the purchaser sells the goods subject to retention of title, individually or along with the goods that do not belong to the purchaser, he shall transfer the receivables at the rate of the value of the goods subject to retention of title along with all the subsidiary rights on priority basis; we shall accept the transfer. The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%, which however is not applied if it conflicts with the rights of a third party.
      So far we are the co-owners of the resold goods that are subject to retention of title, the receivables to be transferred will over the amount, which corresponds to our percentage value in the co-ownership.
    5. If the goods subject to retention of title have been incorporated by the purchaser into the property/plot of a third party, the purchaser shall also transfer the receivables from the third party at the rate of the value of the goods subject to retention of title along with all the subsidiary rights, including the right to grant a mortgage on priority basis; we shall accept the transfer. Point 4, sentence 2 and 3 apply correspondingly.
    6. The purchaser is authorised to resell, use or set up the goods subject to retention of title only in the usual business transactions as per the rules and regulations or given the condition that the receivables as mentioned under point 4 and 6 are actually transferred to us. The purchaser shall, however, not have any other rights on the goods subject to retention of title, particularly mortgage rights. In the event the purchaser decides to make payment and we justify the liability of the purchaser to make the payment through bill of exchange, the retention of title shall remain in force till the actual realisation of the bill of exchange by the purchaser as the payer.
    7. We authorise the purchaser to collect the transferred receivables mentioned under 4-6; however, this right is revocable. We shall not make use of the authority to collect as long as the purchaser fulfils his payment obligations towards the third party. If we request, the purchaser shall specify the debtor of the transferred receivables and show him the transfer; we have the right to prove this to the debtor ourselves.
    8. In the event the purchaser delays the payment and in other similar situations as mentioned in point 5, sentence 1, we shall be entitled to repeal the right to resale and use of the receivables; the same applies for a payment by means of cheque or draft. We shall also be entitled to demand relinquishment of the goods subject to retention of title without withdrawing from the contract; the purchaser shall concede this confiscation of goods.
    9. If the third party initiates compulsory enforcement measures with respect to the goods subject to retention of title or the transferred receivables, the purchaser shall inform us immediately and hand over the documents required for making an appeal.
    10. If the value of the granted securities exceeds the receivables by more than 20%, we shall be liable to re-transfer or release the amount at our discretion. With the repayment of all the receivables mentioned under point 1 and 2, the ownership of the goods subject to retention of title as well as the transferred receivables will be handed over to the purchaser.
    11. The purchaser shall insure the delivered goods and the new products resulting from the delivered goods against fire and theft and verify the same.
    12. The purchaser shall retain the ownership of the goods further delivered by him till the complete payment of the purchase price by his customer.
  • Liability for defects
    1. Unless agreed otherwise, the corresponding traffic norms for handling round wood, sawn wood and semi-finished wooden goods are applicable in case of defects; for traders, the “Tegernseer norms” are also applicable along with the annexes and appendix, unless specified otherwise in the AGB conditions.
    2. The purchase shall examine the delivered object immediately and notify the defects in writing. The maximum period of claim is two working days.
    3. In case of material defects, the purchaser shall repair all those parts or improve upon all those services (free of cost), deliver them again or (in case of services) offer new services, which are found to be defective within the statutory period of limitation, unless the cause of defect was existent at the time of transfer of risk.
    4. We should be granted the opportunity to a supplementary performance within a reasonable period of time. If we fail to rectify our mistakes, the purchaser shall have the right -notwithstanding any damage compensation claims as per point VIII- to withdraw from the contract or to cut down the payment.
    5. Claims for material defects shall be valid for only 12 months. However, this will not be applicable if the law prescribes longer terms as per §§ 438 section 1 no. 2 (Bauwerke und Sachen für Bauwerke [Structures and Matters Pertaining to Structures]), 479 section 1 (Rückgriffsanspruch [Right of recovery]) and 634 a section 1 no. 2 (Baumängel [Construction defects]) BGB and also in the event of injury to life and health and breach of obligation, either intentionally or due to gross negligence, or in case of fraudulent concealment of a defect. The rules and regulations regarding the suspension of limitation periods, suspension or restart of the terms remain unaffected.
    6. If the purchaser wants to withdraw from the contract on grounds of detection of a material defect, it is not required that we are responsible for the same. In all other situations, the purchaser can withdraw from the contract only if there is a breach of obligation on our part.
  • Limitation of liability
    1. Damage and cost compensation claims of the purchaser resulting from the breach of obligations and unapproved actions, irrespective of the legal grounds, are excluded.
    2. However, this shall not be applicable if the Product Liability Law prescribes compulsory liability in the event of criminal intent, gross negligence, injury to life and health and breach of important contractual obligations. The damage compensation claim for the breach of important contractual obligations is limited to the predictable damages defined in the contract, provided that there is no criminal intent or gross negligence and no compulsory liability has been prescribed due to injury to life and health. If the legal clauses prescribe limited liability, this shall also apply to the personal liability of our employees, representatives and assistants.
  • Place of fulfilment, Court of competent jurisdiction, applicable law
    1. The place of fulfilment for all deliveries, including the carriage paid deliveries, is the factory, forest or the warehouse, from where the goods are delivered. The place of fulfilment for services provided by the purchaser is Sulzbach-Laufen.
    2. All disputes arising directly or indirectly from the contractual relationships with the traders will be settled in the Court of competent jurisdiction at our headquarters in Sulzbach-Laufen. However, we shall have the right to file a suit against the purchaser at his headquarters as well.
    3. The legal relationships between us and the purchaser are subject to the German material law, whereby the UN purchase right is excluded.