General Terms and Conditions of Business
of Sauerländer Spanplatten GmbH & Co. KG and Spanplattenwerk Gotha GmbH
1. All offers are subject to change without notice. They relate to requests to submit offers. Orders, including telephonic, faxed or written orders, shall only materialize upon receipt of our written order confirmation. Verbal ancillary agreements, especially promises made by our representatives or works employees, shall only be valid when they are reflected in writing in the order confirmation.
2. Orders are based on our General Terms and Conditions of Business that constitute an integral part of the contract. Contrary terms and conditions of business are hereby rejected.
3. Our customer list price valid on the date of delivery shall apply to contracts stipulating successive deliveries and orders for goods on call. Unless otherwise agreed, all settlements shall be made in Euros, including settlements of export deliveries. Unless expressly agreed by us otherwise, all prices shall be free consignee. Loaned pallets shall remain our property and will be collected by us.
4. Unless expressly agreed by us otherwise, deliveries shall be made free to the Buyer. Delivery periods specified in the order confirmations should be regarded as approximate delivery deadlines. Reasonable delivery delays shall not entitle the Buyer to withdraw from the contract, nor to demand compensation. Early deliveries must be accepted by the Buyer if the quantities involved are reasonable. They shall not entitle the Buyer to refuse acceptance. We reserve the right to make reasonable part-deliveries. They entitle us to issue intermediate invoices. In the event of force majeure, operating disruptions, strikes, lock-outs, civil commotions, material difficulties of all kinds which are not attributable to us, official orders by the authorities and comparable circumstances, we shall be relieved from our delivery obligation as long as the impediment continues. Damage claims are excluded.
5. If a fixed delivery date has been agreed and confirmed and there is a delay in acceptance, the total purchase price becomes payable immediately in all cases with a simultaneous lapse of any agreed payment deadlines. Simultaneously reserving all other rights, we shall be entitled to demand compensation for all damages incurred, including storage costs, etc.
6. Payments have to be made in accordance with the agreements included in the order confirmation. Bills of exchange, acceptances and cheques shall be accepted subject to appropriate discounting possibilities and only by way of security. We reserve the right to return the documents at any time. All costs, including discounting charges, shall be for the Buyer’s account. If a bill of exchange or cheque is protested, all outstanding amounts in connection with previous deliveries become payable immediately regardless of their actual due date. The same shall apply if insolvency proceedings are petitioned on the Buyer’s estate. Sales and freight reimbursements shall cease to apply in all the aforesaid cases. If it established after concluding the contract but before effecting delivery that the payment claim is endangered because the Buyer is unable to meet its commitments, we shall be entitled to demand sufficient security or to withdraw from the contract. Claims of any kind submitted by the Buyer shall be out of the question in the aforesaid case. After the due date and a reminder, without a reminder after 30 days, statutory default interest must be paid in the amount of 8 percentage points above the relevant base rate.
7. Ownership and title to the goods delivered are reserved. The aforesaid shall pass to the Buyer when it has settled all its liabilities in connection with the business relationship, also including any current account balance, bill and cheque liabilities. Reserved goods must be stored separately from other goods, marked as such upon request and insured against fire. The Buyer shall be entitled to resell delivered goods still owned by us (reserved goods) to third parties in the ordinary course of business. It shall, however, hereby assign all claims arising from the resale, regardless of whether the reserved goods are resold to third parties before or after processing or whether they are combined with a property or moveable goods or not. If the reserved goods are resold after processing or together with goods not belonging to us, or if they are integrated into a building or moveable goods, the Buyer’s claim against its ultimate customer in the amount of the delivery price for the reserved goods agreed between the Buyer and ourselves shall be deemed to have been assigned. The Buyer shall also be entitled to collect the aforesaid claim even after an assignment. Our authority to collect the claim ourselves shall remain unaffected but we undertake not to do so as long as the Buyer is complying with its payment obligations in an orderly and proper manner. If the Buyer makes use of its collection authority, we shall be entitled to the collected receipts in the amount of the delivery price for the reserved goods agreed between us and the Buyer. Any processing or transformation of the reserved goods shall be made for us as the Seller in accordance with Section 950 of the German Civil Code (BGB) without any commitment on our part. If the reserved goods are processed by the Buyer with other goods, we shall acquire the co-ownership of the new goods in the ratio of the market value of our goods to the value of the other processed goods at the time of their processing. The Buyer shall keep the new goods for us free of charge applying the normal duty of care. Upon request, we shall undertake to release the securities to which we are entitled if their realizable cash value exceeds the claims to be secured by more than 20 %. In the event of payment delay, the initiation of insolvency proceedings and any other endangerments to performance in terms of Section 321 of the German Civil Code (BGB), the Seller shall be entitled to withdraw the Buyer’s right to dispose of the goods and demand the return of the goods without the Buyer having any withholding right. The Buyer shall bear the costs of returning the goods. The Seller is entitled to sell the returned reserved goods by way of an auction or on the open market and to deduct the proceeds from its claims against the Buyer. In the event of a withdrawal from the contract, the Buyer shall reimburse the costs and any reduction incurred in the value of the goods. Rights under Section 48 of the German Insolvency Regulation (Insolvenzordnung) shall remain unaffected. A pledge or security transfer of the goods or a repeat assignment of the claim assigned to the Seller shall be permissible. The Buyer shall immediately inform the Seller of any access or seizure by third parties with regard to the reserved goods or assigned claims and shall reimburse the costs of any intervention action.
8. The Buyer’s duty to examine goods upon receipt thereof is based on Section 377 of the German Commercial Code (HGB). Any complaint has to be made immediately but no later than one week after receipt of the goods. The aforesaid examination obligation shall also apply before handling or processing the goods. Regardless of any defects, the relevant goods have to be received and properly stored. Non-apparent defects are to be notified immediately after their discovery. Every notification of defect must be made in writing together with precise details of the alleged individual defects. We have to be given an opportunity to inspect the contested goods. If a defect is proven, the Seller, at its discretion, shall arrange for a rectification or replacement delivery in return for the contested goods. In the event of an abortive rectification or replacement delivery, the Buyer shall have the right to abatement or withdrawal. We shall only be liable on whatever legal grounds for damages resulting from deferred or defective workmanship not attributable to the delivered goods themselves in the event of
In the event of a culpable breach of major contractual obligations, we are also liable for culpable breaches of non-managerial staff and for slight negligence, in the latter case, however, limited to typical contract damages that are reasonably foreseeable. Additional damage claims are excluded.
9. The legal venue is Arnsberg, Germany.
10. German law shall apply exclusively.
11. If a transport or freight insurance cover is concluded at the request of the Buyer, the costs for this shall be borne by the Buyer.
12. If one or more provisions of the present Terms and Conditions of Business are invalid, the validity of the other provisions shall not be affected by this.
13. Our representatives are only entitled to collect cash payments upon submission of a special power of authority.
Wood deliveries must be coordinated with us before loading. Complaints about such purchases shall only be considered if they are raised immediately after receipt. We shall make payments within 14 days after the receipt of the goods with a 2 % discount or after 30 days net.