Our General Terms and Conditions
All our services, including consulting services rendered in this context, which are not the subject of an independent consulting contract, are based on our General Terms and Conditions. Deviating agreements require our express written confirmation. Our terms and conditions apply to all legal transactions with companies within the meaning of § 24, sentence 1, no. 1 AGB-Gesetz. We only accept the terms and conditions of purchase of our contractual partners and agreements deviating from our terms and conditions if their validity is expressly confirmed by us in writing.
- If you do not contradict our conditions, the customs in the timber industry apply, in particular the "Tegernseer Gebräuche" in the respectively valid version with their appendices and appendices.
- Deviating agreements and conditions, in particular conditions of purchase, are only binding if they have been confirmed in writing by the seller.
- If two letters of confirmation which contain deviating provisions cross, the seller's letter shall apply.
2. OFFERS, DELIVERY TIMES, PRICES
- Offers are subject to change without notice, subject to prior sale. Agreements with agents require written confirmation to be valid.
- Delivery periods are subject to correct and timely self-delivery, unless the seller is responsible for the incorrect or delayed self-delivery or binding delivery periods are agreed in writing.
- Selling prices shall only be deemed fixed prices if the seller agrees to them in writing. The sales prices shall be subject to the applicable value added tax. Unless otherwise agreed, they shall apply free loaded at the place of departure of the goods.
3. DELIVERY AND TRANSFER OF RISK
- For the Seller's delivery, the place of loading shall be the place of performance. The risk is thus transferred. This applies in particular to the transport risk, which shall be borne by the buyer even if delivery is made free place of receipt or by means of transport of the seller.
- Delivery free construction site or free warehouse means delivery without unloading and under the condition of an access road passable by heavy goods vehicles. If the delivery vehicle leaves the drivable access road at the instruction of the buyer, the latter shall be liable for any damage incurred. Unloading must be carried out immediately and properly by the buyer. Waiting times for which the buyer is responsible shall be charged to him. In the case of delivery ex works, liability is also excluded if the seller's employees help with loading and cause damage to the buyer in the process.
- Bei Leistungsverzug oder einer vom Verkäufer zu vertretenden Unmöglichkeit der Leistung kann der Käufer unter angemessener Nachfrist vom Vertrag zurücktreten. Das gilt auch für den Fall des Fixgeschäftes. Schadensersatzansprüche sind ausgeschlossen.
- The purchase price is due upon delivery of the goods to the buyer, unless otherwise agreed.
- If the granting of a discount has been agreed, the buyer shall only be charged a corresponding deduction if he has paid the due invoice amounts from other deliveries. The granting of a discount only refers to the value of the goods without value added tax, freight and packaging.
- The seller is entitled to charge interest from the buyer, who is a merchant within the meaning of the German Commercial Code, from the due date and from the buyer, who is not a merchant, in the amount of the credit costs to be paid by himself, but at least 2% above the discount rate of the Deutsche Bundesbank plus value added tax; the assertion of further damages remains reserved.
- In the event of default in payment, cheque or bill protest, the Seller shall be entitled to make further deliveries only against cash in advance, to declare all outstanding invoice amounts due for immediate payment and to demand cash payment or the provision of security against the return of bills of exchange accepted on account of payment. The same shall apply if, after conclusion of the contract, a significant deterioration in the financial circumstances of the Buyer occurs or becomes known to the Seller.
- The contractual payment dates shall also be complied with if a notice of defect proves to be justified to an insignificant extent pursuant to § 459 para. 1 sentence 2 BGB. In addition, in the event of a justified notice of defect lodged in due time, the Buyer may temporarily retain only that part of the purchase price which corresponds to the invoice amount of the duly notified part of the delivery.
- The offsetting of counterclaims is only permissible to the extent that these are undisputed or legally established claims.
5. CONDITION, WARRANTY
- The purchaser must inspect the goods immediately and give notice of any defects or shortfalls immediately, at the latest within a period of 3 working days after receipt of the goods. The buyer loses his warranty claims if he removes the goods even partially from the storage location before an agreement has been reached or before the seller has been given the opportunity to inspect or preserve evidence by sworn experts. In the case of collection by the buyer ex works, a defect or a shortfall must be reported immediately before transport. Otherwise the goods shall be deemed to have been approved.
- If the notice of defect is justified, the seller must collect the goods at his own expense. The purchaser is only entitled to charge storage costs if the goods are not collected within two weeks of being requested to do so. § 12 of the Tegernseer Gebräuche does not apply with the exception of number 6 a.
- Warranted properties within the meaning of § 459 para. 2 of the German Civil Code (Bürgerliches Gesetzbuch) are to be expressly marked as warranties. A reference to DIN standards does not constitute an assurance by the seller.
- If the seller also undertakes construction work, VOB, Part B and VOB, Part C are part of all offers and contracts for such construction work. The buyer's claims in the event of defective delivery are limited to the right to subsequent delivery of faultless goods within a reasonable period of time.
- Further claims, in particular claims for damages from positive breach of contract, culpa in contrahendo and tort are excluded, unless they are based on intent or gross negligence of the seller, a legal representative or vicarious agent. In such cases, liability shall be limited to the damage foreseeable at the time of conclusion of the contract. This applies in particular to consequential damage caused by defects and to damage resulting from the unsuitability of the goods for a particular purpose.
6. RETENTION OF TITLE
- The delivered goods shall remain the property of the seller as reserved goods until payment of the purchase price and settlement of all claims arising from the business relationship and any claims still arising in connection with the object of purchase. The inclusion of individual claims in a current account or the balancing of the account through their recognition shall not cancel the retention of title. If the buyer defaults on payment, the seller is entitled to take back the reserved goods after a reminder and the buyer is obliged to surrender them.
- If reserved goods are processed by the purchaser into a new movable object, the processing shall be carried out for the seller without the seller being obliged to do so; the new object shall become the property of the seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If reserved goods are combined, mixed or blended with goods not belonging to the seller in accordance with §§ 947, 948 of the German Civil Code, the seller shall become co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership by combining, mixing or blending, he hereby transfers co-ownership to the seller in proportion to the value of the reserved goods to the other goods at the time of combining, mixing or blending. In such cases, the Buyer shall store the item owned or co-owned by the Seller, which shall also be deemed to be reserved goods within the meaning of the following provisions, free of charge.
- If reserved goods are sold by the buyer, alone or together with goods not belonging to the seller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and rank before the rest; the seller accepts the assignment. If the resold reserved goods are co-owned by the Seller, the assignment of the claims shall extend to the amount corresponding to the Seller's share in the co-ownership. Paragraph 1 sentence 2 shall apply mutatis mutandis to the extended reservation of title; the assignment in advance pursuant to paragraph 3 sentences 1 and 3 shall also extend to the balance claim.
- If the reserved goods are installed by the buyer as an essential component in the property of a third party, the buyer already now assigns the claims for remuneration arising against the third party or the party concerned in the amount of the value of the reserved goods with all ancillary rights including such rights to the granting of a security mortgage with priority over the rest; the seller accepts the assignment. Para. 3 sentences 2 and 3 shall apply accordingly. If goods subject to retention of title are installed by the buyer as an essential component in the property of the buyer, the buyer already now assigns the claims arising from the commercial sale of the property or of property rights in the amount of the value of the goods subject to retention of title with all ancillary rights and with priority over the rest; the seller accepts the assignment. Paragraph 3 sentences 2 and 3 shall apply accordingly.
- The purchaser is entitled and authorised to resell, use or install the reserved goods only in the ordinary course of business and only subject to the proviso that the claims within the meaning of paragraphs 3, 4 and 5 are actually transferred to the seller. The Buyer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.
- Subject to revocation, the Seller authorises the Buyer to collect the claims assigned pursuant to paragraphs 3, 4 and 5. The Seller shall not make use of its own right to collect as long as the Buyer fulfils its payment obligations, also vis-à-vis third parties. At the Seller's request, the Buyer shall name the debtors of the assigned claims and notify them of the assignment; the Seller shall also be authorised to notify the debtors of the assignment itself.
- The buyer must inform the seller immediately of any enforcement measures taken by third parties against the reserved goods or the assigned claims, handing over the documents necessary for the objection. The right to resell, use or install the reserved goods and the authorisation to collect the assigned claims shall lapse upon cessation of payments, application for or opening of bankruptcy, judicial or extrajudicial composition proceedings; the authorisation to collect shall also lapse in the event of a cheque or bill protest. In these cases, furthermore under the conditions of § 4 clause 7, the seller is entitled to obtain possession of the goods himself and to secure delivery. The buyer may not prevent the removal. Even if the seller procures possession of the goods again against the will of the buyer, this does not constitute a forbidden power of his own.
- If the value of the securities granted exceeds the claims by more than 20%, the seller shall be obliged to retransfer or release the securities at his discretion. 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 buyer.
7. PLACE OF PERFORMANCE AND JURISDICTION
- Place of performance for the payment of the purchase price as well as for other services of the buyer is always the place of the commercial establishment of the seller.
- The place of jurisdiction for fully qualified merchants shall be the place of business of the seller.
Last update: August 14, 2016