General Terms of Business

General Terms of Business

1. General

1.1 All orders, including future orders, shall be furnished solely in accordance with the following terms of sale and delivery. Different

terms shall only form part of the contract if we expressly declare our agreement in writing.

1.2 Insofar as they do not contradict our own conditions, the respective valid version of the "Gesamtverband Deutscher Holzhandel e.V." terms shall additionally apply. If the purchaser does not expressly request these conditions from us, we shall assume that he is aware of them.

1.3 Terms of delivery for transport by ship are subject to a separate agreement.


1.4 Subsidiary agreements and deviations shall only be valid if we have confirmed them in writing.


1.5 The invalidity of one or more terms shall not affect the validity of the remaining terms.

2. Contract conclusion

Our quotations are subject to change. We shall have an obligation to deliver only if there is a written agreement or written confirmation from ourselves.

3. Delivery times

3.1 The delivery times depend on the individual agreement as per our order confirmation. If our payment conditions are not fulfilled, we shall not be bound by any delivery deadline.


3.2 Delivery deadlines shall be deemed to have been met once the goods are loaded, or are available ready for loading without the means of transport being provided on time.


3.3 In cases of force majeure or other unforeseeable hindrances such as interruptions to our operations or to the operations of our own suppliers, civil disturbance, strikes or lockouts, the delivery deadlines shall be extended for the duration of these events. Delayed delivery shall not be deemed to have occurred.


3.4 In the event of us being responsible for not meeting delivery deadlines and a reasonable period of grace expiring, the purchaser can, upon presentation of evidence of actual damages incurred, demand compensation for a late delivery for each full week of the delay amounting to 0.5%, up to the total amount of 5% of the value of the deliveries not made. There shall be no possibility of the purchaser making further claims for damages. This shall not affect our liability for intent and gross negligence.


3.5 If delivery is delayed at the purchaser's request, commencing 7 days after receiving notice of readiness to dispatch we can charge a storage fee amounting to 1.0% of the invoiced amount for each month started.

4. Delivery and performance

4.1 Part-performances are allowed.


4.2 The choice of dispatch route and the means of transport shall be at our discretion.


4.3 The weight ascertained at the dispatch station shall apply in the case of sales based on weight. The quantity counted during loading shall apply in the case of sales based on the number of units or cubic metres. Increases in freight and cost prices and new traffic problems shall entitle us to revise our prices accordingly.


4.4 All consignments, including any returns, shall be at the purchaser's risk and expense, including in the case of carriage-paid, if we provide the transport and if the delivery is from a location other than the place of fulfilment.


4.5 Free to site or free to store delivery means delivery without unloading and on condition that there is an approach road suitable for heavy goods vehicles. If the delivery vehicle leaves the negotiable approach road on the purchaser's instruction, the purchaser shall be liable for any damage that occurs. Unloading must be done immediately and properly by the purchaser. The purchaser shall be invoiced for waiting times for which he is responsible.


4.6 We reserve the right to self-delivery and receipt of the contract goods.


4.7 If saleable goods are returned, we shall retain 15 % of the handling costs plus freight.

5. Prices and payment conditions

5.1 Prices are in Euros ex works or from stock, excluding packaging. VAT shall be charged at the rate applicable on the dates of delivery.

5.2 Payment must be made either within 14 days of the invoice date minus a 2% discount from the net value of the goods including VAT (freight and packaging being non-discountable), or within 30 days net cash. A discount is conditional on the purchaser's account not showing any due invoice amounts.

5.3 If due payment deadlines are not met we can, without prejudicing any other claims, demand interest on arrears amounting to the credit costs payable by ourselves, but at least to a level 9% above the base interest rate of the Deutsche Bundesbank. We reserve the right to assert additional claims for damages.


5.4 The purchaser can only offset or assert a right of retention if his counter-claim is undisputed or if an enforceable judgement has been passed.


5.5 Without giving reasons for doing so, we shall at all times be free to demand securities or payment for already delivered goods or for goods still to be delivered.


5.6 If cheques are received, payment shall not be deemed to have been made until they have cleared.


5.7 Payments by bill of exchange are generally excluded.


5.8 The contractual payment deadlines must be observed even when a complaint proves to be justified.

6. Warranty

6.1 The purchaser must inspect the goods immediately upon delivery. Quantity deviations must be indicated on the delivery note immediately after the goods are received. Later complaints about quantity cannot be accepted.

6.2 Complaints about the quality of goods must be made by phone or in writing immediately after the goods arrive, and must arrive here no later than within 5 working days of receipt of the delivery in writing and with specific details.


6.3 The defective goods must remain in the as-delivered state. The purchaser has an obligation to keep them safe and unencumbered.


6.4 In the event of a justified complaint, we shall at our discretion either replace the goods, cancel the contract or grant an appropriate purchase price reduction. There shall be no possibility of further claims, including for the reimbursement of storage and transport costs, unless compulsory statutory regulations govern liability. Liability shall be limited to the value of the goods.

7. Reservation of ownership and extended reservation of ownership

7.1 The vendor reserves the right of ownership of the goods until the full purchase price has been paid. In the case of goods that the purchaser obtains from the vendor within the framework of an ongoing business relationship, the vendor reserves ownership until all his claims against the purchaser arising from the business relationship have been settled, including future claims as well as those arising from simultaneously or subsequently concluded contracts. This shall also apply when individual or all claims of the vendor have been included in an open account and the balance has been drawn up and recognised.


7.2 If the purchaser processes the reserved goods into a new movable item, this processing shall be on behalf of the vendor without the vendor incurring any obligations as a result. The new item shall be the property of the vendor. If the reserved goods are processed together with goods that are not the property of the vendor, the vendor shall acquire co-ownership of the new item proportional to the value of the reserved goods at they time when they were processed. If the reserved goods are combined, mixed or blended, in accordance with Arts. 947 and 948 of the German Civil Code (BGB), with goods that are not the property of the vendor, the vendor shall become co-owner in accordance with the statutory regulations. If the purchaser acquires sole ownership as a result of said combining, mixing or blending, he shall immediately transfer to the vendor co-ownership proportional to the value of the reserved goods with respect to the other goods at the time when the reserved goods were combined, mixed or blended. In such instances, the purchaser shall store free of charge the item that is the property or joint property of the vendor and that shall also be regarded as reserved goods in accordance with the above terms.


7.3 If reserved goods are sold alone or together with goods that are not the property of the vendor, the purchaser shall immediately assign the claims arising from the resale to the value of the reserved goods together with all ancillary rights and priority over the other claims. The vendor shall accept the assignment. The value of the reserved goods is the vendor's invoiced amount, but this shall not be taken into account if the rights of third parties are enforceable against it. If the resold reserved goods are the joint property of the vendor, the assignment of the claims shall extend to the amount corresponding to the value of the vendor's co-ownership share.


7.4 If the purchaser installs the reserved goods as an important component in a third party's real property, ship, ship under construction or aircraft, the purchaser shall immediately assign the resultant assignable claims against the third party or against whom it may concern for payment to the value of the reserved goods, along with all ancillary rights including the granting of a real right of lien, with priority over the other claims. The vendor shall accept the assignment. Paragraph 7.3, clauses 2 and 3 shall apply accordingly.


7.5 If the purchaser installs the reserved goods as an important component in a third party's real property, ship, ship under construction or aircraft, the purchaser shall immediately assign the claims arising from a sale of the real property, ship, ship under construction or aircraft to the value of the reserved goods, along with all ancillary rights, with priority over the other claims. The vendor shall accept the assignment. Para. 7.3 clauses 2 and 3 shall apply accordingly.


7.6 The purchaser shall be entitled and authorised to resell, use or install the reserved goods only within the scope of ordinary business activities and only on condition that the claims as described in Paras. 3 to 5 are actually transferred to the vendor. The purchaser shall have no entitlement to other dispositions of the reserved goods, particularly pledging and assignment as security thereof.


7.7 Subject to revocation of such authority, the vendor authorises the purchaser to collect the claims assigned as described in Paras. 3-5. The vendor shall not exercise his own collection rights as long as the purchaser meets his payment obligations, including with respect to third parties. At the vendor's request, the purchaser shall name the debtors of the assigned claims and notify them of the assignment. The vendor shall also be authorised to himself notify the debtors of the assignment.


7.8 The purchaser shall immediately inform the vendor of third-party enforcement proceedings pertaining to the reserved goods or the assigned claims, and must provide the documents necessary for objecting to these proceedings.


7.9 Upon cessation of payments and/or an application to commence insolvency proceedings, the right to resell, use or install the reserved goods and the authorisation to collect the assigned claims shall be forfeited. This does not apply to the rights of the insolvency administrator.


7.10 If the value of the securities granted exceeds the claims (if applicable reduced by deposit payments and part-payments) by more than 20 %, the vendor shall be obliged to reassign or release (at his discretion) securities in excess of this amount. Upon settlement of all of the vendor's claims arising from the business relationship, ownership of the reserved goods and the assigned claims shall transfer to the purchaser.

8. Application of German law and place of jurisdiction

8.1 German law shall apply to all contracts, even if the purchaser is subject to another legal system.


8.2 All disputes shall be mediated by an arbitration court. The union agreement of 18.10.1950/21.3.1951 and the arbitration court regulations stipulate the nomination of the arbitration court. There shall be no recourse to the law courts. If expressly agreed by the partners, arbitration shall be excluded.
3.) The place of jurisdiction for all disputes is Münster.
4.) Agreements that deviate from Clause 2 require our express written confirmation.
5.) In the case of payments not made in accordance with the contract or if a protest is lodged against a bill of exchange or cheque, the vendor reserves the right to initiate regular legal proceedings. Münster is the place of jurisdiction.

General terms of delivery and payment of Heinr. Krüger + Sohn GmbH & Co. KG
Current as of: 09/2016

 

 

 

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