WHH - Hartholz: General terms and conditions of service

Worpsweder Hartholz-Handel GmbH state: 01/2012

These General Terms and Conditions are part of all our service offers and contracts for services to be provided by us goods / services, and including current or future business. Deviating agreements, particularly conflicting terms and conditions of our customers, as well as supplements are not effective in every case our express written consent, to become part of the contract.

1. Offer and conclusion of contract

1.1 Our offers are subject to confirmation. Developed by us cost estimates are not binding.

1.2 Contracts and amendments to contracts with us come about only if and when we OBTAINED orders / orders accepted in writing or have provided our customers ordered goods / services.

1.3 We have to provide only those goods / services that are explicitly specified in our quotations and / or cost estimates.

1.4 Subject of each contract is the provision of the agreed delivery / performance by us, is not certain, however, expected by our customers or planned economic success. For carrying out of any contract we may use third parties.

1.5 accessible to all our customers accounting documents, we reserve our property, all copyright and / or other intellectual property rights. Without our written consent must our documents in any other way, than to fulfill the contract concluded with us each be used. Upon request, the documents (including any copies) must be returned to us. Retention or right to refuse payment of the customer are excluded.

1.6 also apply - if they contradict these conditions - for timber supplies in the customs timber industry traffic, in particular the "Tegenseer practices" in the version 1985 with all facilities and their followers.

2. Allowances

2.1 All payments are net, and only charges (such as shipping and transportation costs), which are billed separately.

2.2 The added tax is not included in the prices offered by us, and is posted on the day the invoice at the statutory rate separately in our invoices.

3. Dates and Deadlines

3.1 we specified times and dates are only binding if they have been explicitly agreed in writing with our customers.

3.2 The running of agreed delivery and performance periods begins with the date of written acceptance or confirmation.

3.3 The agreed delivery and performance periods extended appropriately if contracts are amended or supplemented with our customers or if our customers do not fulfill their obligations to cooperate in time.

3.4 Force majeure and other exceptional circumstances release us for the duration of their effect, and if they lead to the impossibility of delivery / performance, full of our delivery and performance duties. An agreed penalty applies under these circumstances also not forfeited.

4. Payments

4.1 Our claims for payment are due on the agreed dates, the latest with the accepted or our goods / services by our customers.

4.2 Deductions, especially discount require a separate written agreement.

4.3 If payment in installments has been agreed and the customer at a rate or an amount equal to all or part of an installment is in default, the entire balance is due immediately.

4.4 Exchange and checks will be accepted only with prior written agreement and bills of exchange and only subject on discount. All bank charges and other incidental costs will be borne by the customer and shall immediately reimburse us. Of bills or check sums are made only if we have the equivalent unconditionally available.

4.5 from the due date of the payment we have annual interest rate of 5%, from arrears in the amount of 8 percentage points above the applicable base rate. The assertion of a further delay damages.

5. Acceptance/Decline

5.1 Our customers have immediately by us provided under contract goods / services in each case, at the latest within eight working days of a request by us, an-/abzunehmen.

5.2 If a customer under the contract provided goods / services in due time / down (Section 5.1), we can after expiration of a reasonable period to cancel the contract and claim damages, and at our option, to either replacement of the damage or without proof of damage 10 per cent the agreed fee. Our customers in particular will be entitled to prove that no or only a minor damage.

6. Offsetting

Counterclaims against the demands of the customer we are entitled Kaufpreis-/Vergütungsanspruch is excluded, unless these counterclaims are legally established, undisputed or ripe (proved).

7. Retention of title

7.1 We reserve the ownership of our customers delivered by us and / or to the built by us on behalf of our client objects (collectively reserved goods) until receipt of all payments due from the business relationship with our customers. This also applies if we agree with our customers that payment of a debt by a bill of exchange procedure.

7.2 Our client is for resale, processing, mixing or compounding, and for the subsequent sale of the goods in the framework of extended retention of title right, where this is in the ordinary course of business. A pledge or collateral assignment of reserved goods by customers is not permitted.

7.3 Any processing or transformation of reserved goods by our customer before exclusively for us. With a combination or mixture of reserved goods with other goods not belonging to us by our customers, we acquire co-ownership of the new item in the ratio in which the total value of the new item to the invoice value of the goods is. The resulting from the processing of new object shall also be reserved goods within the meaning of these terms.

7.4 Our customer assigns all to him in connection with the resale of reserved goods rightful claims and ancillary rights as well as any claims against his insurer as security in advance to us. In case of export of goods our customer hereby further hereby us from all claims accruing to him in connection with the export to domestic and foreign banks or may in future, in particular claims collection orders, letters of credit or letters of credit as well as from guarantees and guarantees. If the reserved goods of our customers along with others not belonging to us, either without or after processing, the above-mentioned rights shall apply pro rata, in the amount of of our customers for the goods net amount invoiced to us ceded. The above-mentioned assignments include any deferral of payment of our claims against the Customer.

7.5 Our customer remains entitled to collect the claims assigned to us. Our authority to collect the claims in each case itself remains unaffected. However we undertake not to collect the claims as long as our customer to us not fall into arrears, has no application to open insolvency proceedings or dismissed due to lack. If one of the above cases occurred, we shall forward to our customer all that to collect the claims assigned to us necessary information and documents and the respective debtors of the assignment. A retention and / or right of refusal of the customer are excluded.

7.6 Our customer has received the conditional goods in proper condition to be stored separately and identified as standing in our property. Impairments which we are entitled to ownership of the goods, in particular by garnishment or seizure of our customers has given us immediately in writing, enclosing copies of the attachment protocols etc..

7.7 At the request of our customers, we are transferred back to this that we are entitled to ownership of the goods and to us or collateral claims in each case to the extent that the value of the goods to the value of the us against the customer total rightful claims by more than 20 per cent exceeds.

8. Texture and defects

8.1 Wood is a natural product. Its natural characteristics, differences and characteristics are to be observed, therefore, always. In particular, the biological, physical and chemical properties when buying, processing and use are considered. The range of natural dyes, structural and other differences within a species is one of the characteristics of natural wood product.

8.2 Unless otherwise agreed, the goods to be delivered is produced from fresh logs. An agreed moisture content is considered approximate target moisture considering customary tolerances. At the agreed technical drying moisture refers to the time of the drying chamber emptying.

8.3 defects, the customer has us immediately upon discovery, but in any case prior to further processing of the subject matter of supply / notified in writing performance.

8.4 Our customers have to give us opportunity to make rectification within a reasonable time, and that at our discretion. By the removal of the defect, the delivery of conforming goods or the production of a new work

8.5 Should the supplementary performance fails finally, they can make us or the client in question can not be expected, or is it only possible with disproportionate costs, this customer regardless of any compensation claims to rescind the contract or reduce the remuneration.

8.6 Claims of our customers against us for reimbursement of the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded, unless the expenses increase because the object of the delivery / service later transported to a place other than the establishment of the customer has been spent, unless this move corresponds to the intended use of the object of delivery / service.

8.7 Legal recourse our customers against us only to the extent that our customers may have with their customers did not have the legal rights and privileges beyond agreements. For the scope of the right of recourse against us, our clients also paragraph 8.6 above shall apply accordingly.

8.8 In the event of defects, our customers withhold payments in an amount that is proportionate to the defects.

8.9 The limitation period for material and legal defects is one year and begins with the transfer of risk. This does not apply if and to the extent § § 438 paragraph 1 No. 2, 479 paragraph 1, 634 paragraph 1 No. 2, 651 BGB apply, the defect was fraudulently concealed or referred to in Section 9.1 below liability cases exists.

8.10 For a change / deterioration of the property of the goods / services we are not liable if the change / deterioration from improper processing and / or storage of goods / services is due by the customer and there is none of the above in Section 9.1 Liability cases.

8.11 Our obligation to pay damages is governed by Section 9 below

8.12 The above provisions no burden of proof to the detriment of our customers connected.

9. Liability

9.1 Compensation and reimbursement of expenses (the "claims") of our customers against us, regardless of the legal basis, are excluded, unless they are based on the provisions of the Product Liability Act, a willful or grossly negligent breach of duty by us, to health or bodily injury of our clients as a result of our breach of duty, the assumption of a guarantee for the existence of a property or the violation of essential contractual obligations (cardinal obligations) by us. Contractual obligations (cardinal obligations) are those obligations whose fulfillment enables the efficient execution of each, on the basis of these conditions to be concluded contract and on whose compliance with our customer can regularly.

9.2 In the event of breach of contractual obligations (cardinal obligations) by us, the right to compensation of our customers is limited to forward to the foreseeable damage if there is no intent or gross negligence, liability is not for health or physical defects or due to the assumption of a guarantee for the existence of a property is. The damage is predictable, expect the realization to the injury of their typical contractual duty typically is.

9.3 Any claims for damages against us, our customers for late payment are limited to the amount of the performance of their respective underlying contract price, unless the delay is due to an intentional or grossly negligent breach of duty by us.

9.4 A breach of duty by us such of our legal representatives or agents is the same.

9.5 paragraph 7.12 shall apply accordingly.

10. Privacy Policy

We must save our customers relevant data as part of the business relationship by electronic data processing and process the data in accordance with the statutory provisions for our operational purposes and use.

11. Performance, jurisdiction and applicable law

11.1 Place of performance for which we shall supply the goods / services is our headquarters.

11.2 Exclusive jurisdiction between us and our customers for all disputes arising directly or indirectly from the contractual relationship - from documents, bills and checks - is competent for the seat of our company Amts-/Landgericht. However, we are entitled to sue the customer at his place of business for the competent courts.

11.3 The law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 10 April 1980.

12. Severability

Are or become invalid any provision of a contract for goods and / or services, which these conditions are unenforceable, the remaining provisions of that contract is not affected. Instead of the invalid provision, we will agree with our customers, such that the controls with the invalid provision willed fully or mostly legal effect.



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	Worpsweder Hartholz-Handel GmbH state: 01/2012 These General Terms and Conditions are part of all our service offers and contracts for services to be provided by us goods / services, and including current or future business. Deviating agreements, particularly conflicting terms and conditions of our customers, as well as supplements are not effective in every case our express written consent, to become part of the contract. 1. Offer and conclusion of contract 1.1 Our offers are subject to confirmation. Developed by us cost estimates are not binding. 1.2 Contracts and amendments to contracts with us come about only if and when we OBTAINED orders / orders accepted in writing or have provided our customers ordered goods / services. 1.3 We have to provide only those goods / services that are explicitly specified in our quotations and / or cost estimates. 1.4 Subject of each contract is the provision of the agreed delivery / performance by us, is not certain, however, expected by our customers or planned economic success. For carrying out of any contract we may use third parties. 1.5 accessible to all our customers accounting documents, we reserve our property, all copyright and / or other intellectual property rights. Without our written consent must our documents in any other way, than to fulfill the contract concluded with us each be used. Upon request, the documents (including any copies) must be returned to us. Retention or right to refuse payment of the customer are excluded. 1.6 also apply - if they contradict these conditions - for timber supplies in the customs timber industry traffic, in particular the "Tegenseer practices" in the version 1985 with all facilities and their followers. 2. Allowances 2.1 All payments are net, and only charges (such as shipping and transportation costs), which are billed separately. 2.2 The added tax is not included in the prices offered by us, and is posted on the day the invoice at the statutory rate separately in our invoices. 3. Dates and Deadlines 3.1 we specified times and dates are only binding if they have been explicitly agreed in writing with our customers. 3.2 The running of agreed delivery and performance periods begins with the date of written acceptance or confirmation. 3.3 The agreed delivery and performance periods extended appropriately if contracts are amended or supplemented with our customers or if our customers do not fulfill their obligations to cooperate in time. 3.4 Force majeure and other exceptional circumstances release us for the duration of their effect, and if they lead to the impossibility of delivery / performance, full of our delivery and performance duties. An agreed penalty applies under these circumstances also not forfeited. 4. Payments 4.1 Our claims for payment are due on the agreed dates, the latest with the accepted or our goods / services by our customers. 4.2 Deductions, especially discount require a separate written agreement. 4.3 If payment in installments has been agreed and the customer at a rate or an amount equal to all or part of an installment is in default, the entire balance is due immediately. 4.4 Exchange and checks will be accepted only with prior written agreement and bills of exchange and only subject on discount. All bank charges and other incidental costs will be borne by the customer and shall immediately reimburse us. Of bills or check sums are made only if we have the equivalent unconditionally available. 4.5 from the due date of the payment we have annual interest rate of 5%, from arrears in the amount of 8 percentage points above the applicable base rate. The assertion of a further delay damages. 5. Acceptance/Decline 5.1 Our customers have immediately by us provided under contract goods / services in each case, at the latest within eight working days of a request by us, an-/abzunehmen. 5.2 If a customer under the contract provided goods / services in due time / down (Section 5.1), we can after expiration of a reasonable period to cancel the contract and claim damages, and at our option, to either replacement of the damage or without proof of damage 10 per cent the agreed fee. Our customers in particular will be entitled to prove that no or only a minor damage. 6. Offsetting Counterclaims against the demands of the customer we are entitled Kaufpreis-/Vergütungsanspruch is excluded, unless these counterclaims are legally established, undisputed or ripe (proved). 7. Retention of title 7.1 We reserve the ownership of our customers delivered by us and / or to the built by us on behalf of our client objects (collectively reserved goods) until receipt of all payments due from the business relationship with our customers. This also applies if we agree with our customers that payment of a debt by a bill of exchange procedure. 7.2 Our client is for resale, processing, mixing or compounding, and for the subsequent sale of the goods in the framework of extended retention of title right, where this is in the ordinary course of business. A pledge or collateral assignment of reserved goods by customers is not permitted. 7.3 Any processing or transformation of reserved goods by our customer before exclusively for us. With a combination or mixture of reserved goods with other goods not belonging to us by our customers, we acquire co-ownership of the new item in the ratio in which the total value of the new item to the invoice value of the goods is. The resulting from the processing of new object shall also be reserved goods within the meaning of these terms. 7.4 Our customer assigns all to him in connection with the resale of reserved goods rightful claims and ancillary rights as well as any claims against his insurer as security in advance to us. In case of export of goods our customer hereby further hereby us from all claims accruing to him in connection with the export to domestic and foreign banks or may in future, in particular claims collection orders, letters of credit or letters of credit as well as from guarantees and guarantees. If the reserved goods of our customers along with others not belonging to us, either without or after processing, the above-mentioned rights shall apply pro rata, in the amount of of our customers for the goods net amount invoiced to us ceded. The above-mentioned assignments include any deferral of payment of our claims against the Customer. 7.5 Our customer remains entitled to collect the claims assigned to us. Our authority to collect the claims in each case itself remains unaffected. However we undertake not to collect the claims as long as our customer to us not fall into arrears, has no application to open insolvency proceedings or dismissed due to lack. If one of the above cases occurred, we shall forward to our customer all that to collect the claims assigned to us necessary information and documents and the respective debtors of the assignment. A retention and / or right of refusal of the customer are excluded. 7.6 Our customer has received the conditional goods in proper condition to be stored separately and identified as standing in our property. Impairments which we are entitled to ownership of the goods, in particular by garnishment or seizure of our customers has given us immediately in writing, enclosing copies of the attachment protocols etc.. 7.7 At the request of our customers, we are transferred back to this that we are entitled to ownership of the goods and to us or collateral claims in each case to the extent that the value of the goods to the value of the us against the customer total rightful claims by more than 20 per cent exceeds. 8. Texture and defects 8.1 Wood is a natural product. Its natural characteristics, differences and characteristics are to be observed, therefore, always. In particular, the biological, physical and chemical properties when buying, processing and use are considered. The range of natural dyes, structural and other differences within a species is one of the characteristics of natural wood product. 8.2 Unless otherwise agreed, the goods to be delivered is produced from fresh logs. An agreed moisture content is considered approximate target moisture considering customary tolerances. At the agreed technical drying moisture refers to the time of the drying chamber emptying. 8.3 defects, the customer has us immediately upon discovery, but in any case prior to further processing of the subject matter of supply / notified in writing performance. 8.4 Our customers have to give us opportunity to make rectification within a reasonable time, and that at our discretion. By the removal of the defect, the delivery of conforming goods or the production of a new work 8.5 Should the supplementary performance fails finally, they can make us or the client in question can not be expected, or is it only possible with disproportionate costs, this customer regardless of any compensation claims to rescind the contract or reduce the remuneration. 8.6 Claims of our customers against us for reimbursement of the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded, unless the expenses increase because the object of the delivery / service later transported to a place other than the establishment of the customer has been spent, unless this move corresponds to the intended use of the object of delivery / service. 8.7 Legal recourse our customers against us only to the extent that our customers may have with their customers did not have the legal rights and privileges beyond agreements. For the scope of the right of recourse against us, our clients also paragraph 8.6 above shall apply accordingly. 8.8 In the event of defects, our customers withhold payments in an amount that is proportionate to the defects. 8.9 The limitation period for material and legal defects is one year and begins with the transfer of risk. This does not apply if and to the extent § § 438 paragraph 1 No. 2, 479 paragraph 1, 634 paragraph 1 No. 2, 651 BGB apply, the defect was fraudulently concealed or referred to in Section 9.1 below liability cases exists. 8.10 For a change / deterioration of the property of the goods / services we are not liable if the change / deterioration from improper processing and / or storage of goods / services is due by the customer and there is none of the above in Section 9.1 Liability cases. 8.11 Our obligation to pay damages is governed by Section 9 below 8.12 The above provisions no burden of proof to the detriment of our customers connected. 9. Liability 9.1 Compensation and reimbursement of expenses (the "claims") of our customers against us, regardless of the legal basis, are excluded, unless they are based on the provisions of the Product Liability Act, a willful or grossly negligent breach of duty by us, to health or bodily injury of our clients as a result of our breach of duty, the assumption of a guarantee for the existence of a property or the violation of essential contractual obligations (cardinal obligations) by us. Contractual obligations (cardinal obligations) are those obligations whose fulfillment enables the efficient execution of each, on the basis of these conditions to be concluded contract and on whose compliance with our customer can regularly. 9.2 In the event of breach of contractual obligations (cardinal obligations) by us, the right to compensation of our customers is limited to forward to the foreseeable damage if there is no intent or gross negligence, liability is not for health or physical defects or due to the assumption of a guarantee for the existence of a property is. The damage is predictable, expect the realization to the injury of their typical contractual duty typically is. 9.3 Any claims for damages against us, our customers for late payment are limited to the amount of the performance of their respective underlying contract price, unless the delay is due to an intentional or grossly negligent breach of duty by us. 9.4 A breach of duty by us such of our legal representatives or agents is the same. 9.5 paragraph 7.12 shall apply accordingly. 10. Privacy Policy We must save our customers relevant data as part of the business relationship by electronic data processing and process the data in accordance with the statutory provisions for our operational purposes and use. 11. Performance, jurisdiction and applicable law 11.1 Place of performance for which we shall supply the goods / services is our headquarters. 11.2 Exclusive jurisdiction between us and our customers for all disputes arising directly or indirectly from the contractual relationship - from documents, bills and checks - is competent for the seat of our company Amts-/Landgericht. However, we are entitled to sue the customer at his place of business for the competent courts. 11.3 The law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 10 April 1980. 12. Severability Are or become invalid any provision of a contract for goods and / or services, which these conditions are unenforceable, the remaining provisions of that contract is not affected. Instead of the invalid provision, we will agree with our customers, such that the controls with the invalid provision willed fully or mostly legal effect.