Terms and Conditions for business customers:
1. Scope of application
1.1 All contracts, sales and supplies shall be exclusively subject to the following terms and conditions, if not explicitly agreed otherwise.
1.2 We hereby expressly object to any terms and conditions of our customer which contradict or supplement these terms and conditions or the statutory provisions in whole or in part.
1.3 Agreements deviating from these Terms and Conditions shall require our explicit written consent to become valid.
2. Offers and conclusion of contract, Prices
2.1 The offers contained in our sales documents – unless expressly designated as binding – are non-obligatory
2.2 Offers made by the customer shall only be deemed accepted if confirmed in writing or electronically.
2.3 Our prices for deliveries are ex works free truck/wagon loaded (Ex Works, Incoterms 2010) excluding value added tax and packaging.
3. Deliveries and transfer of risk
3.1 The risk shall pass to the customer upon provision of the goods at the delivery plant and notification of the customer.
3.2 If the collection by the customer does not take place within 8 days after the agreed date, then the dispatch takes place by us by means of an appropriate mode of dispatch on account of the customer.
3.2 We are entitled to make partial deliveries to a reasonable extent.
3.3 The delivery period shall be reasonably extended if delivery is delayed due to force majeure. The customer will be informed immediately about the beginning and end of such circumstances.
4.1 Invoices are due for payment within 10 banking days of the invoice date.
4.2 Payments by bills of exchange and cheques shall only be accepted by special agreement. Discount and bill charges shall in any case be borne by our customer.
4.3 Offsetting against counterclaims is only permissible if the counterclaims are legally established or recognized by us
5. Retention of title
5.1 All delivered goods shall remain our property (reserved goods) until all claims have been settled, in particular also those balance claims to which we are entitled within the scope of the business relationship. This also applies to future or conditional claims.
5.2 The treatment and processing of the reserved goods shall be carried out for us as manufacturer according to § 950 BGB (German Civil Code) without any obligation on our part. The treated and processed goods are goods subject to retention of title according to clause 5.1.
5.3 If the customer processes, combines or mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new object in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership lapses as a result of combination, mixing or processing, the customer hereby assigns to us the ownership or expectant rights to which he is entitled to the new stock or item to the extent of the invoice value of the reserved goods, in the case of processing to the ratio of the invoice value of the reserved goods to the invoice value of the other goods used, and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed reserved goods within the meaning of clause 5.1.
5.4 The customer may only resell the goods subject to retention of title in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that he retains title and the claims from the resale are transferred to us in accordance with clauses 5.5 and 5.6. He shall not be entitled to dispose of the reserved goods in any other way. The use of the reserved goods for the fulfilment of contracts for work and services or contracts for work and materials shall also be deemed a resale.
5.5 The customer’s claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods within the meaning of clause 5.1.
5.6 If the reserved goods are resold by the customer together with other goods, the claim from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. In the event of the resale of goods in which we have co-ownership shares pursuant to Section 5.3, a part of the claim corresponding to our co-ownership share shall be assigned to us.
5.7 The customer is entitled to collect claims from the resale, unless we revoke the collection authorization in the case mentioned in clause 5.8. At our request, he shall be obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents required for collection. The customer shall in no case be entitled to assign the claims.
5.8 If the customer defaults on payment and if this indicates a risk to the realizability of a significant part of our claim, we shall be entitled to prohibit further processing of the delivered goods, to retrieve the goods and, if necessary, to enter the customer’s premises for this purpose.
5.9 The customer must inform us immediately of any seizure or other impairments by third parties.
5.10 If the value of the existing securities exceeds the secured claims by more than 20% in total, we shall be obliged to release securities of our choice to this extent. Upon redemption of all claims of the seller arising from the business relationship, ownership of the reserved goods and the assigned claims shall pass to the customer.
6. General Limitation of Liability
6.1 Unless otherwise stipulated in these terms and conditions, we shall be liable for damages due to breach of contractual or non-contractual obligations or in the event of contract initiation only in the event of intent or gross negligence on the part of our legal representatives or vicarious agents as well as in the event of culpable breach of material contractual obligations. In the event of culpable breach of essential contractual obligations, we shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or vicarious agents – only for the foreseeable damage typical of the contract.
6.2 Clause 6. 1 shall not apply in the event of injury to life, limb or health.
6.3 Claims for personal injury or damage to privately used property under the (German) Product Liability Act remain unaffected.
7.1 The agreed quality of the subject matter of the contract owed by us results exclusively from the contractual agreements with our customer.
7.2 Wood is a natural product and therefore has a corresponding range of colors, grains and structures, even within a wood species. The customer shall observe these properties as well as other biological, physical and chemical properties of wood.
8. Choice of Law and Place of Performance
8.1 To the extent permitted by law, this contract is based exclusively on German law to the exclusion of the CISG.
8.2 Place of performance for the delivery and place of performance for the payment is the registered office of our company.
9. Other provisions
9.1 We are entitled to process the data received from our customer on the basis of the business relationship in accordance with the provisions of the German General Data Protection Regulation (DSGVO) and -subsequently- the German Federal Data Protection Act (BDSG).
9.2 The assignment of claims to which our customer is entitled against us from the business relationship is excluded.