General Terms and Conditions

of the

BECKENZ GmbH

§ 1

General information

All deliveries and services of BECKENZ GmbH based in Beckum (hereinafter also referred to as the seller) are based on and provided exclusively on the following terms and conditions of delivery and business, which form part of all offers and contracts as well as legal declarations of intent regarding deliveries and services of BECKENZ GmbH in both current and future business relationships.

Deviating agreements shall only be binding if and insofar as they have been expressly approved by the Seller in writing. Conflicting terms and conditions of sale, delivery and payment of third parties (buyers or other business partners) are hereby rejected. These shall not apply even if the terms and conditions of sale, delivery and payment are contained in a letter of confirmation following the order confirmation and these are not expressly contradicted again by the seller. Even in the event of contradictions in the preceding mutual contractual declarations or letters of confirmation, the contract shall in any case be concluded by the performance of the delivery or other fulfillment service in accordance with the following terms and conditions of BECKENZ GmbH.

The purchaser agrees that the seller processes the purchaser's company and personal data in accordance with the provisions of the Federal Data Protection Act.

§ 2
Offers and delivery periods

Our offers are always subject to change unless they have been expressly confirmed in writing by the seller as binding. We reserve the right to prior sale unless a binding offer has been made.

Contracts, in particular change and supplementary orders, shall only come into effect upon written confirmation by the Seller. Orders shall be deemed to have been accepted if they are either confirmed in writing by the seller or executed immediately after receipt of the order or at the latest on time. A waiver of the written form requirement must always be made in writing.

The delivery times stated by us are estimated delivery times. These are only bindingly assured if such an assurance has been declared in writing by the seller. Bindingly agreed delivery times shall only apply subject to correct and punctual delivery to us. The delivery period shall commence on the date of the order confirmation.

The place of performance for the seller's delivery is the place of loading or the delivering plant.

The Buyer shall bear the risk of loss or deterioration of the purchased item during transportation. This shall also apply if carriage paid delivery has been agreed. Otherwise, the risk shall pass to the buyer upon acceptance of the goods. This also applies to loading by a forwarding agent or carrier. In the case of all deliveries ordered on call, the Buyer's obligation to take delivery shall be deemed to be the main obligation of the contract.

If a binding delivery period (cf. para. 1) is culpably exceeded by more than two weeks, the purchaser shall be entitled to withdraw from the contract in writing after expiry of a grace period of at least two weeks set by registered letter.

§ 3

Quality - Warranty - Notice of defects - Liability

Wood is a natural product. Its natural properties, differences and characteristics must therefore always be taken into account. In particular, biological, physical and chemical properties must also be taken into account when purchasing, processing and using the product. Natural differences in color, structure and other differences within a type of wood are part of the properties of wood as a natural product and therefore do not constitute grounds for complaint or liability. If necessary, the buyer must seek professional advice.

Only the seller's product description shall be deemed agreed for the quality of the goods. Public statements, promotions or advertising by the seller do not constitute a contractual description of the quality of the goods.

Unless otherwise agreed, the goods to be delivered shall be produced from fresh round timber. An agreed wood moisture content is deemed to be an approximate target moisture content, taking into account the usual tolerances. In the case of technical drying, the agreed wood moisture refers to the time of emptying the drying kiln.

If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately after delivery by the seller, insofar as this is feasible in the ordinary course of business, and, if a defect is discovered, notify the seller immediately.

If the Buyer fails to notify the Seller, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection.

If such a defect is discovered later, notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved even in view of this defect. The timely dispatch of the notification is sufficient to preserve the rights of the buyer.

If the seller has fraudulently concealed the defect, he may not invoke these provisions.

If the buyer discovers defects in the goods, he may not dispose of them, which means, for example, that they may not be resold or processed until an agreement has been reached on the settlement. If an agreement cannot be reached, a publicly appointed and sworn expert must be called in to provide evidence. Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to.

The Seller shall only be liable for the absence of warranted characteristics to the extent that the purpose of the warranty is to protect the Buyer against consequential damage arising from the non-existence of the characteristics. The mere reference to DIN or EN standards does not make their content a warranted characteristic.

In the event of a breach of material contractual obligations, the Seller's liability shall be limited to the foreseeable damage typical of the contract.

§ 4
Payment

Our prices are net prices, including to the end consumer; unless otherwise agreed, they are exclusive of VAT at the statutory rate applicable on the due date.

The invoice shall be issued separately for each consignment on the date of dispatch of the goods. This shall also apply to agreed partial deliveries. Agreed payment periods shall commence on the date of invoicing. Unless otherwise agreed or has become standard practice, the purchase price shall be paid within 14 days of the invoice date without deduction.

Cost increases for which the Seller is not responsible (in particular general increases in labor and/or material costs) shall entitle him to a reasonable price increase if delivery is to take place at least four weeks after conclusion of the contract or later, as well as in the case of continuing obligations. A change in value added tax shall result in a corresponding price adjustment at any time. In the case of non-merchants, a price adjustment is only possible in the case of continuing obligations or in the case of agreed delivery at least four months after conclusion of the contract due to cost increases for which the seller is not responsible.

If the buyer is in default of payment, default interest of at least 8% points above the base interest rate pursuant to § 247 BGB shall be owed after the due date of the purchase price, whereby the assertion of higher interest damages is not excluded.

In the event of default in payment, all claims arising from the business relationship, including those not yet due, shall be payable immediately. In the event of non-compliance with the terms of payment, we shall be entitled to withhold our services. Following a reminder and in the event of a deterioration in the assumed credit situation of the customer, we shall be entitled to withdraw from the contract, if necessary only to the extent that our services have not yet been rendered. Offsetting is only permitted with undisputed or legally established claims.

In the event of justified notices of defects, payments by the purchaser may only be withheld to an extent that is in reasonable proportion to the material defects that have occurred. Offsetting against counterclaims is only permissible with undisputed or legally established claims. If the buyer is a merchant, rights of retention pursuant to §§ 369 HGB, 273 BGB are excluded.

§ 5
Retention of title

The delivered goods shall remain the property of the seller until the sales price has been paid in full and all claims arising from the business relationship have been settled. Pledging or transfer by way of security without the seller's consent is not permitted. The retention of title shall also apply to such claims which are included in a current account and the balance of which has been drawn and recognized.

If the buyer defaults on his payment obligation, the seller is entitled to withdraw from the purchase contract. In the event of withdrawal, the services received must be returned. The provisions of §§ 346ff BGB shall apply.

If the reserved goods are processed by the Buyer into a new movable item at a time when the Seller is still the owner of the reserved goods, the Seller shall be deemed to be the manufacturer of the new item within the meaning of Section 950 of the German Civil Code (BGB), without being under any obligation as a result. The seller thus acquires ownership of the new movable item. If the goods are combined with other movable items that are not the property of the seller, the seller shall acquire co-ownership of the new, combined item in the ratio of the value of the goods subject to retention of title at the time of processing to the other goods at the time of processing. If the item not owned by the seller is to be regarded as the main item in accordance with § 947 BGB, the parties to the contract agree that the seller, as the owner of the goods subject to retention of title, shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the item combined with the goods subject to retention of title. The time of combination shall be decisive. The provisions of these General Terms and Conditions regarding the reserved goods shall apply accordingly to the co-ownership share thus created.

The buyer is only entitled to resell, process and treat the goods subject to retention of title in the ordinary course of business. The buyer assigns his claims from the sale of the reserved goods up to the amount of the claims to which the seller is entitled against the buyer from the business relationship with the buyer. This shall also apply to such claims of the Buyer that arise from the sale of a new movable item created after combining or mixing the reserved goods with another movable item; in this case, however, the assignment of the claim shall be limited to the value that the reserved goods had at the time of combination or mixing. The buyer is entitled to collect the claims resulting from the resale of the reserved goods in his own name on behalf of the seller. Upon request, the buyer shall inform the seller of the name and address of the party to whom he has sold the reserved goods.

If the price agreed between the buyer and the customer is lower than the value of all the goods forming the subject matter of the contract with the customer, the claim arising from the resale shall only be assigned to the seller in the amount corresponding to the ratio of the value of the goods subject to retention of title to the value of the third-party goods at the time of delivery for the purpose of fulfilling the resale.

The seller is obliged to release the securities given to him if and to the extent that the value of the securities given to him exceeds the value of the claims to which he is entitled against the buyer by 25 percent.

If enforcement measures are taken against the Buyer by a third party, the Buyer must inform the Seller of this immediately and hand over the documents required to initiate the corresponding legal remedies (e.g. § 767 ZPO). With suspension of payments, applications or the opening of bankruptcy proceedings. The rights granted to the Buyer by the Seller to resell, use or install the reserved goods and the authorization to collect the assigned claims shall lapse upon the suspension of payments, application for or opening of bankruptcy or out-of-court composition proceedings.

The assertion of ownership rights to the reserved goods shall not be deemed a withdrawal from the contract.

§ 6

Place of fulfillment and jurisdiction

The place of performance for payment is the registered office of the seller.

The place of jurisdiction for all liabilities arising from mutual business relations, including bill of exchange relations, shall be Beckum.

The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany, unless otherwise agreed in writing in individual cases.

§ 7

Final provisions

Should one or more of these terms and conditions violate a legal prohibition or be legally invalid for other reasons, this shall not affect the validity of the other provisions. In this case, the contracting parties undertake to agree on a replacement provision that comes as close as possible to the economic purpose of the invalid provision.

Note:
This content has been automatically translated. We are not responsible for spelling mistakes or other errors and refer to the original terms and conditions in German.