Terms and Conditions

Terms and Conditions of Sale, Delivery, and Payment

General Terms and Conditions (GTC)

Scope of Application

• All of our deliveries and services are provided exclusively in accordance with the following terms and conditions. In addition, the customary trade practices applicable to the trade in roundwood, sawn timber, and semi-finished wood products shall apply; in the case of merchants, this includes, in particular, the "Tegernsee Customs" with their appendices and annexes, unless otherwise specified in the following terms and conditions.
• The buyer’s terms and conditions of purchase, to the extent that they conflict with these General Terms and Conditions, are not binding on us, even if we have not expressly objected to them.

Conclusion of the Contract

• Our offers are always subject to change. We reserve the right to sell items before they are purchased.
• Any amendment or addition to these terms and conditions must be in writing to be effective.

Pricing, Calculation of Broker Commissions

• Prices are quoted, as agreed, either ex works at the point of shipment, at the delivery plant or in the forest, or free to the receiving station.
• If taxes, customs duties, freight charges, wage and salary rates, or similar costs increase between the conclusion and fulfillment of the contract, we reserve the right to raise prices accordingly, provided that a period of more than four months has been agreed upon between the conclusion and fulfillment of the contract.
• If a brokerage commission is agreed upon, it is calculated based on the ex-works prices. Additional costs, such as freight and customs duties, are not included in the calculation of the brokerage commission.

Delivery, Transfer of Risk, Delivery Disruptions

• Risk passes to the buyer as soon as the goods are made available, and no later than when they are handed over to the carrier or freight forwarder or leave the factory, forest, or warehouse. This also applies to shipments with freight prepaid.
• Depending on the agreement, shipments are made ex works or freight prepaid. In the case of freight-prepaid delivery, the choice of mode of transportation is at our discretion.
• If freight payment has been agreed upon, the buyer must pay the freight charges without any discount.
• We reserve the right to make partial deliveries at any time.
• If failure to meet delivery deadlines is due to force majeure—such as mobilization, war, civil unrest, or similar events, including strikes or lockouts—the deadlines shall be extended accordingly. If the impeding event lasts longer than two months, we are entitled to withdraw from the contract.
• If we are in default, the buyer may, upon providing prima facie evidence of damage, claim compensation for each full week of delay in the amount of 0.5% per week, up to a maximum total of 5% of the delivery value affected in this regard, as lump-sum damages. Any further claims for damages by the buyer due to a delay in delivery, as well as claims for damages in lieu of performance due to a delay in delivery that exceed the lump-sum damages, are excluded in all cases of delayed delivery, even after the expiration of a set deadline for subsequent delivery. This does not apply to cases where liability is mandatory due to willful misconduct, gross negligence, or injury to life, limb, or health. The buyer may rescind the contract only to the extent that we are responsible for the delay in delivery.
• Upon request, the buyer is required to state within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or insists on receiving the delivery.

Payment

• Unless otherwise agreed, payments must be made in cash within 30 days of the invoice date, even in the case of partial deliveries. The invoice is issued on the date of shipment.
• We accept checks and bills of exchange only as a means of payment; bills of exchange are accepted only by special agreement. The buyer is responsible for paying the discount and bill-of-exchange charges. We are not liable for the timely presentation of bills of exchange and checks.
• In the event of late payment, we are entitled to charge interest at a rate of 9% basis points above the base rate. If we are entitled to charge a higher interest rate for any other legal reason, we are entitled to charge that higher interest rate.
• In the event of failure to meet payment deadlines or comply with other payment terms, suspension of payments, a petition for the commencement of insolvency proceedings with respect to the buyer’s assets, or the occurrence or disclosure of other circumstances likely to impair the buyer’s creditworthiness, all of our claims against the buyer shall become due immediately—including, in the case of bills of exchange, regardless of their term; we shall then be entitled, in addition to charging interest in accordance with Section 3, to require that outstanding deliveries—including those arising from other contracts— only upon advance payment or the provision of security and, if this is not provided, to withdraw from the contract or to claim damages in lieu of performance, without prejudice to further rights pursuant to Section VI, No. 8.
• Our travelers, representatives, or field staff are not authorized to accept payments without express written authorization.
• Setoff is permitted only against counterclaims that we do not dispute or that have been legally established.

Retention of Title

• The delivered goods remain our property (goods subject to retention of title) until the purchase price has been paid in full and all claims arising from the business relationship up to the time of delivery, as well as any claims that may still arise in connection with the purchased item, have been settled.
• The retention of title shall remain in effect with respect to merchants, legal entities under public law, or special funds under public law even if individual claims have been included in the running account and the balance has been calculated and acknowledged.
• If goods subject to retention of title are processed by the buyer into a new movable item, such processing is carried out on our behalf without imposing any obligation on us; the new item becomes our property. If the goods subject to retention of title are processed together with goods not belonging to the buyer, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other goods at the time of processing.
• If goods subject to retention of title are combined, mixed, or blended with goods that do not belong to the buyer in accordance with Sections 947 and 948 of the German Civil Code (BGB), we shall become co-owners in accordance with the statutory provisions. If the buyer acquires sole ownership, the buyer hereby transfers to us, as of now, co-ownership in the ratio of the value of the goods subject to retention of title to the value of the other goods at the time of combination, mixing, or blending. In such cases, the buyer must store the item owned or co-owned by us—which is also considered goods subject to retention of title—free of charge.
• If goods subject to retention of title are sold by the buyer, either alone or together with goods not belonging to the buyer, the buyer hereby assigns to us the claims arising from the sale in the amount of the value of the goods subject to retention of title, together with all ancillary rights and priority over other claims; we hereby accept such assignment. The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%; however, this surcharge shall not apply to the extent that it conflicts with the rights of third parties.
• To the extent that the goods subject to retention of title that have been resold are co-owned by us, the assignment of the claim shall extend to the amount corresponding to our share of the co-ownership.
• If goods subject to retention of title are incorporated by the buyer as an essential component into the real property of a third party, the buyer hereby assigns to us any claim for payment arising against the third party or any other party concerned, in the amount of the value of the goods subject to retention of title, together with all ancillary rights, including the right to the granting of a security mortgage ranking ahead of all other claims; we hereby accept such assignment. Clause 4, sentences 2 and 3, shall apply mutatis mutandis.
• The buyer is entitled and authorized to resell, use, or install the goods subject to retention of title only in the ordinary course of business or only on the condition that the claims within the meaning of Sections 4 and 6 are actually transferred to us. The buyer is not entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging them or transferring ownership by way of security. If, in connection with payment or compensation by the buyer, a liability on our part arises under a bill of exchange, the retention of title shall not expire until the bill of exchange has been honored by the buyer as the drawee.
• We authorize the buyer, subject to revocation, to collect the claims assigned pursuant to Sections 4–6. We will not exercise this authority to collect as long as the buyer fulfills its payment obligations, including those owed to third parties. At our request, the buyer must identify the debtor of the assigned claims and notify the debtor of the assignment; we are also authorized to notify the debtor of the assignment ourselves.
• In the event of a delay in payment by the buyer and in the other cases specified in Section 5, first sentence, we are entitled to revoke the right to resell, use, or incorporate the assigned claims; this also applies in the event of legal proceedings involving a check or bill of exchange. We are also entitled to demand the return of the goods subject to retention of title without thereby withdrawing from the contract; the buyer is obligated to return the goods or to permit us to take them back.
• The buyer must notify us immediately of any third-party enforcement measures against the goods subject to retention of title or the assigned receivables, providing us with the documents necessary to file an objection.
• If the value of the security provided exceeds the claim by more than 20%, we are obligated, at our discretion, to retransfer or release the security to that extent. Upon repayment of all claims in accordance with Sections 1 and 2, ownership of the goods subject to retention of title and the assigned claims shall pass to the buyer.
• The buyer is obligated to insure the delivered goods and any new items created from the delivered goods against fire and theft, and to provide us with proof of such insurance.
• The buyer is obligated to retain title to the goods resold until the purchase price has been paid in full by its customers.

Liability for Defects

• With regard to the question of whether a material defect exists, the customary practices applicable to trade in roundwood, sawn timber, and semi-finished wood products—and, in the case of merchants, in particular the "Tegernsee Customs" with their appendices and annexes—are also decisive, unless otherwise specified in these General Terms and Conditions.
• The buyer is required to inspect the delivered goods immediately and to submit any notices of defects in writing. A notice period of two business days is considered timely.
• In the event of material defects, at the buyer’s option, all parts or services that exhibit a material defect within the statute of limitations period shall be repaired, replaced, or re-performed free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
• We must first be given the opportunity to remedy the defect within a reasonable period of time. If the remedy fails, the buyer has the right—without prejudice to any claims for damages under Section VIII—to rescind the contract or to reduce the purchase price.
• Claims for material defects are subject to a 12-month statute of limitations. This does not apply to the extent that the law prescribes longer periods pursuant to §§ 438(1)(2) (structures and items for structures), 479(1) (right of recourse), and 634a(1)(2) (construction defects) of the German Civil Code (BGB), as well as in cases of injury to life, limb, or health; in the event of a breach of duty by us committed intentionally or through gross negligence; and in the event of fraudulent concealment of a defect. The provisions regarding the suspension, interruption, or restart of the limitation periods remain unaffected.
• If there is a material defect, the buyer may rescind the contract without requiring that we be at fault. In all other cases, the buyer may rescind the contract only if there has been a breach of duty for which we are responsible.

Limitation of Liability

• Claims by the buyer for damages and reimbursement of expenses, regardless of the legal basis—in particular those arising from a breach of obligations under the contractual relationship or from a tort—are excluded.
• However, this does not apply to the extent that mandatory liability is provided for under the Product Liability Act, in cases of willful misconduct, gross negligence, injury to life, body, or health, or breach of material contractual obligations. However, the right to damages for the breach of material contractual obligations is limited to foreseeable damages typical for this type of contract, unless there is intent or gross negligence, or mandatory liability is prescribed due to injury to life, body, or health. To the extent that liability is limited under the foregoing provisions, this also applies to the personal liability of our employees, agents, and vicarious agents.

Place of Performance, Jurisdiction, Governing Law

• The place of performance for all deliveries, including those with free shipping, is the plant, forest, or warehouse from which the goods are shipped. The place of performance for the buyer’s obligations is Sulzbach-Laufen.
• In the event of disputes arising from contractual relationships with merchants, the exclusive venue for all disputes arising directly or indirectly from such contractual relationships shall be our headquarters in Sulzbach-Laufen. However, we are also entitled to file a lawsuit at the buyer’s place of business.
• The legal relationship between the buyer and us is governed by German substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

As of August 2015