Terms and Conditions

                     General Terms and Conditions of Delivery and Payment for the Timber Trade
                for exclusive use in business transactions
As of June 2023
1.               VALIDITY
1.1 Unless expressly agreed otherwise, the following "General Terms and Conditions of Delivery and Payment" (GTC) shall apply - in addition to the customs in timber trade (Tegernsee customs) - for all contracts, deliveries and other services in business transactions with entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law (collectively "buyer").
1.2 Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in any case, for example even if we provide the service to the buyer without reservation in the knowledge of the buyer's terms and conditions.
1.3 Our GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB).
1.4 Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to the Buyer in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
1.5 Individual agreements made with the Buyer on a case-by-case basis (including collateral agreements, additions and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.
1.6 Legally relevant declarations and notifications to be made by the buyer to us after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in text form in order to be effective. Legal formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.
1.7 References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply, unless they are directly amended or expressly excluded in these GTC.
2.1 The offers contained in the seller's catalogues and sales documents, as well as - unless expressly designated as binding - on the Internet are always non-binding and subject to change, i.e. only to be understood as an invitation to submit an offer.
2.2 The order of the goods by the buyer shall be deemed to be a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two (2) weeks of its receipt by us. Orders shall be deemed to have been accepted if they are either confirmed by us or executed immediately after receipt of the order.
2.3 If, after conclusion of the contract, the Seller becomes aware of facts, in particular default in payment with regard to earlier deliveries, which indicate in accordance with due commercial discretion that the purchase price claim is jeopardized by the Buyer's inability to pay, the Seller shall be entitled, setting a reasonable deadline, to demand concurrent payment or corresponding securities from the Buyer and, in the event of refusal, to withdraw from the contract to withdraw from the contract, whereby the invoices for partial deliveries that have already been made shall be made due immediately.
3.1 Delivery shall be made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods will be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. We reserve the right to correct and timely self-delivery.
3.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. The handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.
3.3 Partial deliveries are permitted to a reasonable extent.
3.4 The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is approx. three (3) weeks from the conclusion of the contract.
3.5 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the buyer. A case of non-availability of the service in this sense shall be deemed to be, in particular, the failure of our supplier to deliver to us on time, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.
3.6 In the event of a delay in delivery, the Buyer is obliged to declare, at the request of the Seller, within a reasonable period of time, whether he continues to insist on delivery or withdraws from the contract due to the delay and/or claims damages instead of performance.
3.7 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required. If we are in default of delivery, the buyer may demand lump-sum compensation for his damage caused by the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage at all or only significantly less damage than the above lump sum.
3.8 The rights of the buyer in accordance with Section 7 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
4.1 Unless otherwise agreed, our prices current at the time of conclusion of the contract shall apply ex warehouse (plus statutory value added tax). The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods.
4.2 In the case of sale by delivery to a place other than the place of performance (3.1), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.
4.3 If the Buyer and Seller participate in a corporate direct debit procedure, it is sufficient if the Buyer receives the prenotification of the direct debit amount and due fees one day before the due date.
4.4 We are entitled, even in the context of an ongoing business relationship, at any time to carry out a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.
4.5 Upon expiry of the above payment period (4.1), the Buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damages caused by default. With regard to merchants, our claim to the commercial maturity interest (§ 353 HGB) remains unaffected. Any agreed discounts will not be granted if the buyer is in default of payment for previous deliveries. Discount periods begin to run from the invoice date.
4.6 If the buyer is in default of payment due to a reminder (§ 286 para. 1 BGB), the seller is entitled to take back or demand the return of the goods after a prior reminder. The seller may also prohibit the removal of the delivered goods. The withdrawal is considered a withdrawal from the contract.
4.7 A refusal or retention of payment is excluded if the buyer was aware of the defect or other reason for complaint at the time of conclusion of the contract. This also applies if he has remained unknown to him as a result of gross negligence, unless the seller has fraudulently concealed the defect or other reason for complaint or has assumed a guarantee for the quality of the item. In all other respects, payment may only be withheld to a reasonable extent due to defects or other complaints. In the event of a dispute, the amount shall be decided by an expert appointed by the buyer's Chamber of Commerce and Industry. The latter shall also decide on the distribution of the costs of its involvement at its reasonable discretion.
4.8 A set-off or retention is only possible for the buyer with undisputed or legally established claims. In the event of defects in the delivery, the buyer's counter-rights remain unaffected.
4.9 If, after conclusion of the contract, it becomes apparent (e.g. by filing for the opening of insolvency proceedings) that our claim to the purchase price is jeopardised by the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of non-fungible items (custom-made products), we can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
5.1 Wood is a natural product; its natural properties, deviations and characteristics must therefore always be taken into account. In particular, the buyer must take into account its biological, physical and chemical properties when purchasing and using them.
5.2 The range of natural colour, structure and other differences within a type of wood is one of the properties of the natural product wood and does not constitute a reason for complaint or liability.
5.3 If necessary, the buyer must seek professional advice.
6.1 The properties of the goods, esp. Quality, variety and dimensions are determined by the agreements of the parties. The product descriptions that are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods. In all other respects, it is to be assessed according to the statutory regulation whether a defect exists or not (§ 434 BGB). The seller is not bound by public statements made by the manufacturer or other third parties (e.g. advertising statements) if he did not know them and could not have known them, if the statement was corrected in the same or equivalent manner at the time of the conclusion of the contract or if the statement could not influence the purchase decision. Declarations of conformity and CE markings do not constitute independent guarantees. Suitability and use risks lie with the buyer.
6.2 For defects within the meaning of § 434 BGB, the seller is only liable as follows: The buyer must immediately inspect the received goods for quantity and quality. Obvious and hidden defects must be reported to the seller in writing within 14 days of becoming aware of them. In the case of mutual commercial transactions between merchants, §§ 377, 381 HGB remains unaffected. For the rest, reference is made to the Tegernsee customs.
6.3 If the Buyer discovers defects in the goods, he may not dispose of them, i.e. they may not be shared, resold or processed until an agreement has been reached on the handling of the complaint or a preservation of evidence procedure has been carried out by an expert commissioned by the Chamber of Industry and Commerce at the Buyer's registered office.
6.4 In the event of justified complaints, the Seller shall be entitled to determine the type of subsequent performance (replacement, rectification), taking into account the nature of the defect and the legitimate interests of the Buyer. We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.
6.5 The Buyer must inform the Seller as soon as possible about a warranty claim occurring with a Consumer.
6.6 The buyer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. The supplementary performance does not include the removal of the defective item or the reinstallation if we were not originally obliged to install it.
6.7 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the buyer.
6.9 Even in the case of defects, the Buyer's claims for damages or reimbursement of futile expenses shall only exist in accordance with Section 7 and shall otherwise be excluded.
7.1 Unless otherwise stated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
7.2 We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), a) for damages resulting from injury to life, limb or health and b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation, the fulfillment of which is essential for the proper execution of the contract and for the observance of which the contractual partner regularly trusts and is allowed to trust); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
7.3 The limitations of liability resulting from Section 7.2 shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
7.4 Due to a breach of duty that does not consist of a defect, the buyer may only withdraw from or terminate the contract if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
8.               PRESCRIPTION
8.1 Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one (1) year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
8.2 If, however, the goods are a building or an item that has been used for a building in accordance with its usual use and has caused its defectiveness (building material), the limitation period shall be five (5) years from delivery in accordance with the statutory provision (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB) shall also remain unaffected.
8.3 The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the buyer in accordance with Section 7.2 S. 1 and S. 2 a) as well as under the Product Liability Act shall become statute-barred in accordance with the statutory provisions.
9.               OWNERSHIP
9.1 The seller retains ownership of the goods until the purchase price has been paid in full.
9.2 If the reserved goods are processed by the Buyer into a new movable  item, the processing shall be carried out for the Seller without the Seller being obligated to do so; the new item 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 according to the ratio of the value of the reserved goods to the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods not belonging to the seller in accordance with §§ 947, 948 BGB, 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 according to the ratio of the value of the reserved goods to the other goods at the time of combination, mixing or blending. In these cases, the buyer must keep the item owned or co-owned by the seller, which is also considered reserved goods within the meaning of the above conditions, free of charge.
9.3 If goods subject  to retention of title are sold alone or together with goods not belonging to the Seller, the Buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest; the Seller accepts the assignment. The value of the reserved goods is the invoice amount of the seller, which, however, is not taken into account,  insofar as it conflicts with the rights of third parties. If the resold goods subject to retention of title are co-owned by the seller, the assignment of the claims shall extend to the amount corresponding to the seller's share value in the co-ownership.
9.4 If goods subject to retention of title are installed by the Buyer as an essential component in an immovable property  (a) of a third party or (b) of the Buyer, the Buyer hereby assigns the assignable claims arising against (a) the third party or (b) the purchaser in the event of sale for remuneration in the amount of the value of the goods subject to retention of title with all ancillary rights, including such rights to the granting of a lien in rem,  with rank ahead of the rest; the Seller accepts the assignment. Section 9.3, sentences 2 and 3 shall apply accordingly.
9.5 The Buyer shall only be entitled and authorized to resell, use or install the goods subject to retention of title in the normal ordinary course of business and only with the proviso that the claims within the meaning of Section 9.3 or 9.4 are actually transferred to the Seller. The buyer is not entitled to dispose of the reserved goods in any other way, in particular pledging or transfer of ownership by way of security.
9.6 The Seller authorises the Buyer, subject to revocation, to collect the claims assigned in accordance with clauses 9.3 and 9.4. The Seller shall not make use of its own power of collection as long as the Buyer fulfils its payment obligations, including to third parties. At the request of the Seller, the Buyer shall name the debtors of the assigned claims and notify them of the assignment; the seller is authorized to notify the debtors of the assignment himself.
9.7 Upon cessation of payments and/or application for the opening of insolvency proceedings, the right to resell, use or install the goods subject to retention of title or the authorization to collect the assigned claims shall expire. This does not apply to the rights of the insolvency administrator.
9.8 If the value of the securities granted exceeds the claims (possibly reduced by down payments and partial payments) by more than 20%, the seller is obliged to retransfer or release them at his discretion.
10.             FINAL PROVISIONS
10.1 The place of performance and jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising between the parties shall be the Seller's headquarters, insofar as the Buyer is a merchant, a legal entity under public law or a special fund under public law. The same applies if the buyer is an entrepreneur (§ 14 BGB). In all cases, however, we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, shall remain unaffected.
10.2 The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
10.3 If the Seller is prevented from fulfilling its obligations by the occurrence of unforeseeable, extraordinary circumstances which it cannot avert despite reasonable care under the circumstances of the case, e.g. operational disruptions, official interventions, energy supply difficulties, strikes or pandemics, regardless of whether these circumstances occur in the area of the Seller or a supplier, the delivery period or the deadline for the provision of services shall be extended to a reasonable extent. If performance becomes impossible due to the aforementioned circumstances, the seller shall be released from his performance obligations.
10.4 The Buyer is hereby informed that the Seller processes the necessary personal data obtained in the course of the business relationship in accordance with the provisions of the applicable European and German data protection laws for business transactions.
10.5 If any provision of these GTC is invalid (e.g. illegal or otherwise unenforceable), this invalidity shall not affect the validity of the remaining provisions. The invalid provision will be replaced by a mutually agreed legally valid provision that has a similar and valid economic and legal effect. The same applies to any gaps or omissions in the ALZs.
All rights reserved by GD Holz e.V. Reproduction and/or use by non-members is prohibited.
Original version by Gesamtverband Deutscher Holzhandel e.V., Wiesbaden, pursuant to Section 38 (2), No. 3 GWB at the Federal Cartel Office on 22.03.2002 and published in the Federal Gazette No. 80 of 27.04.2002.