I. General

1.) All orders, present and future, are carried out exclusively in accordance with the following sales and delivery terms.  Any other requirement becomes subject matter of contract, only when we expressly state our agreement in writing.

2.) In addition, provided they do not contradict our terms, the terms of the "Vereins Deutscher Holzeinfuhrhäuser e.V." (Association of German Timber Importers) apply as amended. If the buyer does not expressly request these terms from us, aknowledgement of the terms is required. Alternatively, in cases of doubt, we expressly reserve these terms.

3.) Delivery terms for delivery by ship are subject to special arrangement.

4.) Subsidiary agreements and differing terms apply only if they have been confirmed by us in writing.

5.) The potential invalidity of one or more terms does not affect the validity of the rest of the terms.&nb

II. Formation of a contract

Our offers are subject to change.
We are committed to delivery only when it has been agreed to or acknowledged by us in writing. 

III. Delivery times

1.) The delivery times are determined according to individual agreements made following our order confirmation. In the event of our payment terms not being fulfilled, we are released of all delivery terms. 

2.) The delivery terms are deemed to have been followed if the goods have been loaded or if no means of transport is made available on time for loading.

3.) In the event of an act of God or other unforeseeable hindrance, e.g. disturbance at our factory or a subcontractor’s factory, strike, rioting or lockout, the delivery terms shall be adequately extended for the duration of this impact. Default in delivery does not occur.

4.) In the event of non-compliance to delivery terms entered into by us and expiration of a reasonable extension of time, the buyer can, upon presenting evidence of concrete losses, request compensation for delay of 0.5% for every full week of delay up to a total of 5% of the value of the delivery that has not taken place. Any other claims for compensation on the side of the buyer are not possible. Our liability in cases of intent and gross negligence remains unaffected hereof.

5.) If the delivery is deferred by request of the buyer, we can calculate a storage charge equal to 1% of the invoice total for every month or part thereof commencing 7 days after shipment has been readied.&nb

IV. Delivery and payment

1.) We are entitled to make part deliveries.

2.) The method of delivery and method of transport are chosen at our dutiful discretion.

3.) If goods are sold by weight, the weight determined at the shipping department applies. If goods are sold by unit or cubic metre, the amount recorded during loading applies. Increases in transportation charges or production cost entitle us to change our prices accordingly.

4.) If we undertake the transportation and if the delivery is carried out to any place of delivery other than that stated, all shipments, including any returns, are carried out at the buyer’s risk and cost, namely also post paid costs. 

5.) We bear all delivery costs until the goods are delivered to the construction or storage site. This means that delivery is carried out without unloading and provided that a delivery route that is accessible to heavy goods vehicles exists. If the delivery vehicle is left, on the buyer’s instructions, on a delivery route that is accessible to thieves, the buyer is responsible for any losses occurring. All unloading must be carried out immediately and in a proper manner by the buyer. Any waiting times that the buyer is held responsible for, will be charged for.

6.) We reserve the right to the self supply of contract goods and their receipt by

V. Prices and payment terms

1.) Prices are made in Euros ex factory or ex warehouse, excluding packing. The VAT is calculated separately using the current rate on the day of delivery.

2.) Payment is to be made within 14 days of the invoice date, minus a 2% discount on the net value of the goods including VAT, whereby transportation and packaging are not discountable, or within 30 days net cash. Discount is granted, provided that no other invoiced amounts are seen to be due from the buyer’s account.

3.) If pre-existing payment deadlines are exceeded, we can demand further claims, without limit, for interest on arrears, amounting to the credit costs that are to be paid by us but at a minimum of 2% of the respective discount rate of the German Federal Bank. Claims for further damages are subject to approval.

4.) A buyer can only offset a claim or exercise a right of retention if their counter claim is unchallenged or a legal title is presented.

5.) We are at liberty at all times to request goods that have already been delivered or are ready for delivery, without giving reason of safety or payment. 

6.) If cheques or bills of exchange are given, the payment is only considered to have been completed after encashment. The buyer will bear discount and note charges or costs unless otherwise agreed.

7.) Contracted payment deadlines must be observed, even if a notice of defects proves justified.&nb

VI. Guarantee

1.) Goods must be examined immediately by the buyer upon delivery. Discrepancies in the quantity of goods must be recorded on the acknowledgement of delivery immediately upon receipt of the goods. Subsequent complaints concerning the quantity of goods will not be considered.

2.) Complaints regarding the quality of the goods must be made immediately by telephone or in writing upon arrival of the goods and written itemised evidence must be received by us within 5 working days of the arrival of the goods. 

3.) Censured goods must remain in their arrival condition. The buyer is obliged to provide unencumbered and careful storage.

4.) If a complaint is justified, either a replacement delivery, annulment of the contract or an adequate reduction of the purchase price will be occurr. Further claims, including for a refund on storage and transportation costs will not be considered, unless legally binding terms are imposed.   .&nb

VII. Reservation of title and extended reservation of title

1.) Delivered goods remain our property until full payment of all current and future outstanding bills deriving from this business relationship has been made by the buyer, even if the purchase price of a specified invoice has been paid. In case of a current account, the reserved property is considered to be a security for our balance claim.   

2.) If a bill of exchange liability on our part is substantiated in conjunction with the payment of the purchase price by the buyer, the retention of title shall not expire before redemption of the bill of exchange by the buyer as acceptor. In case of a default of payment by the buyer, the seller reserves the right to take back delivered goods following a reminder and the buyer is obliged to relinquish the goods to the seller.

3.) If the buyer is in default, or our interests are jeopardised by the buyer‘s situation or behaviour, we are entitled both to request the unencumbered delivery, by the buyer or the buyer’s recipient, of the goods that are under our reservation of title, as well as to pick up the goods at the expense of the buyer and arrange this. 

4.) The buyer must immediately inform us of any seizure of, or other interference with, our property by third parties.

5.) Treatment and processing carried out for us is exempt from the purchase of property according to §950 of the German Civil Code without obligation on our part. Processed goods serve as a security to us to the value of the invoice value of the goods subject to retention of title. If the buyer processes our goods together with other goods, we shall be entitled to co-ownership of the new thing which corresponds to the value of the reserved goods and the other processed goods at the time of processing. The new thing that results from processing is considered as a reserved good in the sense of this regulation.

6.) The buyer may only sell the reserved goods in the usual course of business and if not in default; a pledge, transfer by way of security or other disposal are forbidden. 

7.) The buyer’s assignment for resale is transferred to us and we assume the assignment. If reserved goods are sold by the buyer alongside other processed or non-processed goods or services not belonging to us, the assignment is only worth the value of the reserved goods. 

8.) If requested, the buyer is obliged to disclose the whereabouts of reserved goods, to allow us an insight into account books and to make known the acceptor of the assignment. The buyer is only authorised to collect receivables until cancellation at our discretion.  

9.) In case of default, application or commencement of bankruptcy, or judicial or extrajudicial insolvency proceedings, the right to resale, usage or installation of reserved goods is terminated, as well as the right to collect receivables; the right to receivables is also terminated in the event of a bill or cheque protest.

10.) To the extent that the total value of securities in our name exceeds 20% of outstanding bills owed to us, we are obliged to release securities of our choice upon request by the buyer.&nb

VIII. Application of German law and jurisdiction

1.) German law shall be applied to all contracts, even if the buyer is subject to another legal system.

2.) In principal, an arbitral court shall be appointed in the settlement of disputes. The union agreement of 18.10.1950/21.3.1951 and the arbitration tribunal regulations stipulate the nomination of the arbitral court. Legal recourse is excluded. If expressly agreed by partners, the arbitrational procedure is considered excluded.

3.) Münster is the legal venue for all disputes.

4.) Any agreements differing to paragraph 2 must be expressly confirmed by us in writing.

5.) In case of any non-contractual payment, bill or cheque protest, the seller reserves the right to choose the ordinary legal procedure. Münster is the legal venue.