GENERAL
TERMS
AND CONDITIONS

Sägewerk Echtle KG
Talstraße 12 – 77787 Nordrach

1. Scope

1. These terms and conditions are the sole basis for unilateral declarations by the seller and all agreements between the seller and buyer.
2. Conflicting terms and conditions of purchase of the Buyer shall not apply, even if they are not expressly contradicted.
3. Verbal declarations made before or at the time of conclusion of the contract, including in particular the provision of advice and assurance of characteristics, are only binding if they are confirmed in writing.
4. For all transactions concerning the delivery of logs, sawn timber and semi-finished wood products, the second part of the ‘Customs for domestic trade in logs, sawn timber, wood-based materials and other semi-finished wood products’ (Tegernseer Gebräuche) shall apply in the currently valid version with all annexes as well as §§ 3 to 5 of the first part.
   For transactions concerning the delivery of sawn timber imported from abroad, the second part of the trade customs (of the members of the Verein deutscher Holzeinfuhrhäuser e. V.) as well as sections 11 to 13 and 15 to 17 of the first part shall apply.

2. Ordering, right of cancellation

1. The buyer is bound to his order. The seller is entitled to accept or reject the order within 20 working days. If the notification of rejection is not sent to the buyer within this period, the order shall be deemed to have been accepted.
2. If the Seller’s delivery is dependent on the Seller’s own delivery by an upstream supplier, the Seller shall be entitled to withdraw from the contract, without this giving rise to claims for damages, if the upstream supplier fails to deliver to the Seller, unless the failure to deliver to the Seller is due to a circumstance for which the Seller is responsible under these Terms and Conditions.
3. The seller shall be entitled to withdraw from the contract if the buyer has provided incorrect information about the facts that determine his creditworthiness or if his payments have been suspended or bankruptcy or composition proceedings have been applied for against his assets, unless the buyer pays in advance without delay. Clause IX applies to the return of goods.

3. Subject to alterations

1. Wood is a natural material. Its natural properties, deviations and characteristics must therefore always be taken into account; in particular, the buyer must consider its biological, physical and chemical properties when purchasing and using it. If necessary, he must seek professional advice.
2. Insofar as items other than those to which the Tegernsee customs or the trade customs of the members of the Verein deutscher Holzeinfuhrhäuser e.V. relate are delivered, the seller expressly reserves the right to customary or minor deviations in quality, width and weight, as well as deviations in material thickness of up to 10% upwards or downwards and quantity fluctuations of 10% upwards or downwards, insofar as approximate values have been agreed. They shall be deemed to have been accepted by the buyer.
3. Samples are deemed to be type samples which are intended to illustrate the approximate failure of the goods. They do not justify any claim on the part of the buyer that the delivered goods correspond to this sample in all details. The Seller expressly reserves the right to make customary or minor deviations of the type described in the above clause. They shall be deemed to have been accepted by the buyer.
4. If the wood is dried artificially, the seller shall carry this out with customary care in the drying chambers available to him. A confirmed final moisture content is in any case an approximate specification with a customary tolerance. For the measurement and invoicing, the width and thickness dimensions existing before drying shall be used for both the sawn timber and the artificial drying. The Seller shall not be responsible for any reduction in the quality of the sawn timber, such as cracks, warping or warping, or for any consequential damage that may occur as a result of drying. As the drying time depends on the respective material and cannot be calculated exactly in advance, the corresponding times are only approximate.
5. The seller can only make qualitative claims to the ordered goods in an amount that can reasonably or customarily be made for goods in the price range ordered.

4. Prices and terms of payment

1. The quoted price is based on the material, energy and labour costs valid at the time of the order. If delivery of the ordered item is requested at a time more than four months after conclusion of the contract, the price shall be adjusted on a percentage basis if these costs have changed in the meantime. In the case of imported goods, cost changes shall also include any increase in the cost price caused by changes in the exchange rate between the German currency and the currency of the exporting country.
2. Unless otherwise mutually agreed, prices are quoted ex works or ex warehouse excluding VAT. The buyer shall bear the shipping costs.
3. Unless otherwise agreed, the purchase price shall be paid in cash without deduction immediately upon receipt of the invoice.
4. In the event of default on the part of the buyer or in the case of a mutual commercial transaction, the seller is entitled to demand interest of 4% above the respective discount rate of the German Bundesbank from the due date, unless the buyer proves that a significantly lower loss has been incurred. The seller reserves the right to claim higher damages.
5. The purchaser may not offset claims, irrespective of the legal grounds on which they are based, which are not undisputed or have been recognised by declaratory judgement. The Buyer may not assert any right of retention on account of such claims. Clause VI shall apply to warranty claims.
6. Bills of exchange and cheques are only accepted on account of performance. The costs of discounting shall be borne by the Buyer. If a bill of exchange proves not to be discountable or is not honoured, the purchase price must be paid within 8 days of the seller’s request.

5. Delivery times, partial delivery

1. Unless a specific delivery period has been expressly agreed in writing by the Seller, delivery may be requested no earlier than 6 weeks after conclusion of the contract.
2. If the delivery deadline is exceeded for reasons for which the seller is responsible, the buyer must set the seller a grace period of 2 weeks in writing and combine this with a declaration that he will refuse to accept the service after the deadline has expired. After expiry of the grace period, the Buyer may withdraw from the contract in accordance with its statutory rights or demand compensation for damages in accordance with Clause X.
3. If the delivery is dependent on self-supply by the Seller, the Seller shall not be in default as long as the delay is caused by a delay in delivery by the upstream supplier, unless the delay in self-supply is due to reasons for which the Seller is responsible under these Terms and Conditions
4. Partial deliveries are permissible unless they are unreasonable for the Buyer with regard to the expressly agreed contractual use. Separate invoices shall be issued for these partial deliveries, which shall be paid in accordance with Section IV of these Terms and Conditions.

6. Transfer of risk and acceptance

1. The risk is transferred to the buyer at the latest when the delivery is dispatched.
2. Delivered goods, even if they are defective, must be accepted by the buyer without prejudice to his warranty rights.
3. Unless otherwise agreed in writing, the type and route of despatch shall be at the reasonable discretion of the seller. At the buyer’s request and expense, the consignment will be insured against breakage, transport and fire damage.

7. Warranty

1. The Seller shall only be liable for defects in the delivery, including the absence of warranted characteristics, in accordance with the following provisions.
2. The reservations of change conceded in Section III do not entitle the purchaser to any warranty or compensation claims.
3. For third-party products, the seller’s liability shall be limited to the assignment of the warranty claims to which it is entitled against the supplier of the third-party product. These warranty claims correspond at least to the warranty provisions of this contract. If the third party does not satisfy the Buyer’s justified claims, the Seller shall be liable to the Buyer in accordance with these provisions.
4. The delivery item must be inspected immediately upon receipt. Obvious defects must be reported in writing within 10 days of receipt at the latest. If the contract is part of the buyer’s commercial business, this notification period shall also apply to recognisable defects. All other defects must be reported immediately after their discovery. The assertion of recognisable defects after processing is excluded.
5. In the case of timely and justified complaints, the seller has the right to choose whether to repair the goods free of charge, take back the goods and either refund the purchase price or make a replacement delivery, or whether to grant an appropriate reduction in the purchase price. The buyer must grant the seller a reasonable period of time to fulfil this warranty obligation.
6. The buyer must allow the seller several attempts at rectification and replacement delivery with regard to the same defect. If the repair or replacement delivery nevertheless fails, the buyer shall have the right to demand a reduction in the purchase price or cancellation of the purchase contract at his discretion. The buyer is not entitled to a replacement delivery. These Terms and Conditions of Contract and Delivery shall apply accordingly to items that are delivered as replacements within the scope of a rectification of defects.
7. A limitation period of 6 months applies to warranty claims.
8. The seller may refuse to repair or replace the goods if the buyer has not previously paid at least a portion of the purchase price corresponding to the value of the delivered goods, taking into account the significance of the defect.
9. Further claims against the seller, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded unless the seller is liable for this in accordance with Section IX or it is a case of damage that should be excluded by the assurance of special properties.
10. Clauses 1-9 shall apply mutatis mutandis to such claims of the Buyer for rectification, replacement delivery or damages which have arisen as a result of suggestions and advice given before or after conclusion of the contract or as a result of a breach of secondary contractual obligations.

8. Retention of title

1. The delivered goods shall remain the property of the seller until full payment of all claims to which the seller is entitled against the buyer, irrespective of the legal grounds, upon conclusion of this contract or which arise as a result of this contract. This also applies to all forms of retention of title regulated in the following clauses. The buyer is not permitted to pledge or transfer ownership by way of security.
2. If the contract is part of the buyer’s commercial trade, the retention of title shall also apply to such claims of the seller against the buyer that will only arise in the future. In this case, the retention of title does not exclude the right of the buyer to sell and process the goods in the ordinary course of business.
3. In the event of the resale of the delivery item, regardless of whether this is permissible or not, the buyer shall already assign to the seller all claims and rights against his customer to which he is entitled from this resale in full. The seller accepts this assignment. The buyer is authorised to collect the assigned claims as long as he is not in default of payment to the seller. In any case, the Buyer shall immediately transfer the collected amounts to the Seller, insofar as the Seller’s claims are due.
4. Any treatment or processing of the delivery item into a new item shall be carried out by the Buyer on behalf of the Seller without any obligations arising for the latter. The Buyer hereby grants the Seller co-ownership of the new item in the ratio of the value of the new item to the value of the delivery item. If the delivery item is combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to a co-ownership share in the new item in the ratio of the value of the delivery item to the other goods at the time of combination, mixing or blending.
5. The Buyer undertakes to store the items subject to the Seller’s retention of title free of charge for the Seller.
6. If the Buyer sells the delivery item together with other goods, regardless of whether without or after processing, combination, mixing or multiplication, or if the Buyer installs the goods delivered by the Seller in a property, the Buyer hereby assigns to the Seller in full the claims to which it is entitled against its customers. The seller accepts this assignment. The above clause 3 shall apply to the authorisation to collect.
7. The seller undertakes to release the securities to which he is entitled in accordance with the above provisions at his discretion at the request of the buyer to the extent that their value exceeds the claims to be secured by more than 20%.
8. At the seller’s request, the buyer is obliged to have the reserved goods insured against the usual risks at his own expense.
9. The rights arising from the agreed retention of title and all special forms thereof stipulated in this contract shall remain in force until the seller has been released from all liabilities, in particular also from contingent liabilities, which it has entered into in the interests of the buyer. (cheque/bill of exchange transaction).

9. Claims for damages by the seller

1. The seller’s right to claim damages shall be governed by the statutory provisions, unless otherwise stipulated in this contract. If the seller demands compensation for non-fulfilment and the purchased item has not yet been delivered by him or if he takes it back by exercising his statutory rights, he shall be entitled to a lump sum of 25% of the purchase price as compensation, even without special proof. If the seller proves that he has incurred a higher loss than the lump sum, he may also claim compensation for the additional loss.
2. If the seller takes back the object of purchase within the scope of the agreed retention of title in connection with his claim for damages for non-performance, he shall be entitled to a lump sum of 15% of the current value of the goods taken back in addition to the damages agreed in paragraph 1 as compensation for the expense of taking back and realising the goods.
3. The Buyer reserves the right to prove that the Seller has incurred no or lower losses than the lump sums specified in Clauses 1 and 2 above.

10. Exclusion and limitation of claims of the buyer

1. Insofar as claims for damages arise against the Seller from this contractual relationship or in connection with this contractual relationship (including culpa in contrahendo and tort), the Seller shall only be liable without limitation for the damage incurred by the Buyer if the claims are based on intent or gross negligence on the part of the Seller or its vicarious agents or assistants. If the contract is part of the Buyer’s commercial business, the liability of the Seller and its vicarious agents shall be limited to wilful intent or gross negligence on the part of its statutory bodies or its executive employees.
2. For claims for damages due to delay or impossibility, the seller shall be liable for simple negligence up to a maximum amount of 10% of the order value, based on the part of the order affected by the delay or impossibility. Liability for wilful intent and gross negligence in accordance with the above Clause 1 remains unaffected.
   If the contract is part of the Buyer’s commercial business, the Seller shall only be liable within the scope of the above paragraph if the delay or impossibility is due to intent or gross negligence on the part of the Seller’s legal bodies or its executive employees.
3. Further or other claims for damages by the buyer are excluded.

11. General information

1. Should a clause of these contractual conditions be invalid, this shall not affect the validity of the remaining provisions.
2. All contracts are subject to the law of the Federal Republic of Germany. The applicability of the Uniform Law on the International Sale of Goods is hereby excluded.
3. If the buyer is a registered trader, the place of jurisdiction shall be, at the seller’s discretion, the seller’s head office or the buyer’s registered office.