Standard Terms and Conditions
Hardenberg Holzhandel GmbH
D - 37154 Northeim Germany
Commercial Register Section B 130521, Local Court (Amtsgericht) of Göttingen
I. Application of these Standard Terms and Conditions
1.The standard terms of business, in particular terms of sale, payment and delivery, of our customers shall not apply insofar as they conflict with our Standard Terms and Conditions as set out here. Even if our contract is confirmed by our customer in a manner contrary to our Standard Terms and Conditions, and even if we do not make objections, the contract shall be governed solely by our Standard Terms and Conditions. Deviations from these Standard Terms and Conditions shall be effective only if we have expressly confirmed them in writing.
2.All contracts in the business of trade in wood of all kinds, with the exception of wood for parquet flooring, are governed in addition by the Terms of Sale and Payment for the Sale of Wood of the Bavarian State Forests, a public-law institution (Verkaufs- und Zahlungsbedingungen für die Holzverkäufe der Bayerischen Staatsforsten Anstalt des Öffentlichen Rechts, VZB; s. www.baysf.de).
II. Entering into a contract
1. Our offer is non-binding.
2. Offers/orders by our customers, including those made by email, are binding; we accept them by confirmation of order in writing, and also by email or by delivering the goods.
1. Contract deadlines must be given in writing; if amendments to the contract are subsequently agreed, the contract deadline must be newly agreed.
2. In the case of force majeure or other unforeseeable events (strike, lockout, delay or failure of deliveries to use from our suppliers etc.), we shall not be deemed to be in default.
3. As long as the customer is in arrears of payment of a liability that is due, or does not in good time provide documents that it is the customer's duty to procure, we shall not be in default of meeting deadlines previously contractually agreed.
4. We shall be entitled to make partial deliveries, provided this is not excluded by the nature of the assignment or the customer cannot reasonably be expected to accept it.
5. The customer may only require compensation for damage caused by our culpable default if the customer can prove that our intention or gross negligence was responsible for the delay or for the breach of any other duty of performance. The same shall apply in the case of partial performance.
IV. Delivery time
Provided goods are in stock, we deliver within five working days in the area of the Federal Republic of Germany. If the goods are not in stock, the delivery date is extended by the delivery period notified to us and met by our supplier. Delivery periods begin on the date of confirmation of order or entering into the contract. Our compliance with our duty to deliver is subject to the customer performing its contractual duties in good time and in due form.
V. Prices and terms of payment
1. Payment for deliveries, unless our invoices contain payment targets specifying a calendar date, is due within fourteen days after invoice date. Where our invoices state specific payment targets, the customer shall be in default at the end of the day following the payment target. The customer shall be in default at the latest if it does not pay within thirty days after the invoice is due and received by the customer. Default shall occur even before thirty days have passed where a payment demand is made with regard to the amounts invoiced that are due in a shorter period than thirty days.
2. Delivery shall be free customer's address or free to the delivery and unloading site named to us by the customer and accepted by us. Risk shall pass from the loading edge of the lorry. We will insure the transport. The customer shall bear the responsibility and costs of return transport. Return transportation shall be made only in connection with a redelivery.
3. The customer is not entitled to set-off against our claims unless the customer's claim to be set off is undisputed or has been finally and non-appealably established.
4. In the case of default in payment of a consumer (section 13 of the Civil Code [Bürgerliches Gesetzbuch, BGB]), interest at the rate of 5% above the base rate of the European Central Bank shall be paid. In the case of default in payment of an entrepreneur (section 12 of the Civil Code), interest at the rate of 8% above the base rate of the European Central Bank shall be paid, with reservation of the right to assert greater damage.
5. For goods prepared specifically for one customer, we require a payment on account of 30% of the value of the goods, unless expressly otherwise stated at the date when the order is placed. This payment on account is to be made to us in advance, after invoicing by us, by bank transfer. The above terms of payment shall not be affected by this.
1. If the goods, at the request of the customer, are sent to a different place than the place of performance, the risk of accidental loss and accidental deterioration of the goods delivered shall pass to the customer at the time when the goods are transferred to the forwarder/freight carrier/dispatch agent/person who takes delivery. This shall also apply if we bear the cost of freight and/or we carry out the shipment ourselves. This shall not apply to contracts with consumers under section 13 of the Civil Code.
2. If the goods are ready for shipment and the shipment is delayed for reasons for which the customer is responsible, the customer shall be in default in acceptance. The risk shall pass to be customer at the time when the customer receives notification that the goods are ready for dispatch.
If we are entitled to damages for non-performance by reason of the customer's failure to accept delivery or by reason of other default in performance for which the customer is responsible, we shall be entitled to demand 15% of the total order value from the customer as damages. This shall not affect the customer's right to show either that no damage was caused or that substantially less damage was caused than the flat rate specified above.
VIII. Retention of title
1. We retain title to the goods until complete payment of the goods including any incidental claims arising from the business relationship with the customer. In contracts with entrepreneurs under section 12 of the Civil Code, we retain title to the goods delivered until all claims arising from the business relationship with the customer, including any incidental claims, have been paid in full. Our retention of title also covers the acknowledged account balance where we book receivables from the customer on a current-account basis (extended retention of title).
2. Processing or transformation of the goods delivered by the customer and incorporating them into other property shall always be deemed to be effected on our behalf. If the goods delivered are processed together with other items that do not belong to us, we shall acquire co-ownership of the new property in the proportion of the value of the goods delivered to the other items processed at the time of processing. In addition, the property created by processing shall be treated in the same way as the goods subject to retention of title.
1. Wood is a natural product; attention must always be paid to its natural properties, variations and characteristics. When purchasing and using wood, the customer must take into account its biological, physical and chemical properties. The range of natural variations in colour, structure and other elements within one type of wood is part of the properties of wood as a natural product and is not a ground for complaints or liability.
2. In contracts with consumers within the meaning of section 13 of the Civil Code, we guarantee that the goods are free of defects for a period of two years from the time when the risk passes, and in contracts with entrepreneurs within the meaning of section 12 of the Civil Code, for a period of one year from the time when the risk passes. The customer's warranty rights against us are in the first instance restricted to the remedying of defects or, at our choice, alternatively to substitute delivery; we will carry out these measures within a reasonable additional period to be specified by the customer in writing.
3. The customer may withdraw from the contract, reduce the agreed price or assert a claim for damages with regard to the defective goods or the defective part of the goods provided two attempts to remedy the defect, or alternatively up to two substitute deliveries, have failed to cure the defect.
4. The customer must give us written notice of defects without delay. In contracts with entrepreneurs under section 12 of the Civil Code, the provisions of section 373 et seq. of the Commercial Code (Handelsgesetzbuch, HGB) on obligations to give notification of defects and warranty as to material defects apply in addition.
5. All care instructions and product descriptions must be observed, including without limitation those relating to room humidity.
6. Further claims for damages by the customer are excluded. This does not apply to damage in the form of injury to life, body and health, if we are responsible for the breach of duty, and for any other damage resulting from an intentional or grossly negligent breach of duty by ourselves. Breaches of duty by our agents for whom we are vicariously liable are equivalent to breaches of duty by ourselves.
X. Reservation of the right to withdraw
We shall be entitled to withdraw from the contract if there are extraordinary circumstances for which we are not responsible, for example force majeure, strikes, natural catastrophes or impossibility of delivery which make it impossible to perform, or if the customer acts in breach of contract to such a degree that the immediate termination of the contract is justified.
XI. Information on revocation
If the customer is a consumer in the meaning of section 13 of the Civil Code, the following shall apply:
Right of revocation
You may revoke your contract declaration within two weeks without stating reasons in text for (e.g. letter, fax, email), or - if possession of the property is transferred to you before the end of the time limit - by returning the property. Time begins to run after you have received these instructions in text form, but not before the recipient has received the goods (or in the case of recurrent delivery of goods of equal value, not before the receipt of the first part delivery, nor before we have performed our duties of information under section 312 (2) of the Civil Code in conjunction with section 1 (1), (2) and (4) of the Civil Code Information Order (BGB-Informationsverordnung) and our duties under section 312 e (1) sentence 1 of the Civil Code in conjunction with section 3 of the Civil Code Information Order). In order to comply with the revocation period, it is sufficient to send the revocation notice or the property in good time. The revocation notice or the property returned is to be addressed to: Hardenberg Holzhandel GmbH, Forsthaus Levershausen, 37154 Northeim, Germany. If revocation is effective, the performance received on both sides shall be returned, and any benefits received (e.g. interest) shall be returned. If you are not able to return the goods in whole or in part, or can return the goods only in a deteriorated state, you are obliged compensate us for lost value in this respect where necessary. This does not apply to the transfer of possession of property if the deterioration of the property results solely from its examination, as would have been possible, for example, in a retail shop. Note that you may avoid the obligation to compensate for lost value on account of deterioration arising from the use of the property in accordance with its intended use by not using the property and refraining from everything that adversely affects its value.
Goods that can be sent by parcel shipping shall be returned at our risk. You must bear the costs of the return shipping if the goods delivered correspond to those ordered and if the price of the property to be returned does not exceed the amount of EUR 40.00, or if the price is higher but at the date of revocation you have not yet effected counterperformance or a contractually agreed part payment. Otherwise, you will not be charged for return shipping. Goods that cannot be sent by parcel shipping shall be collected from your premises. You must perform obligations to reimburse payments within thirty days. The period shall begin for you when you send your declaration of revocation or the property; for us, it shall begin when we receive this.
XII. Final provisions
The place of performance and jurisdiction for all obligations arising from the contractual relationship is the place of our registered office, if the customer is a merchant, a legal entity under public law or a special fund under public law. German law shall apply. The UN Convention on Contracts for the International Sale of Goods is excluded in all cases. If individual provisions of these Standard Terms and Conditions are invalid in whole or in part, this shall not affect the validity of all the other provisions.