General Terms and Conditions of Purchasing and Orders

1. Preface

The General Terms and Conditions of Purchasing and Order (hereinafter referred to as "GTC") set forth below shall be exclusively applicable to all legal relations with any contracting party (in particular suppliers and subcontractors). Also the VOB (German Construction Tendering and Contract Regulation) applies here if the contract is a special-order contract. Agreements deviating thereof are only valid if we confirm them in writing. Neither the fact that we do not expressly object to an agreement nor the acceptance of services or the payment thereof shall be deemed to be an acknowledgement. The applicability of the general conditions of our contractual partner is specifically ruled out, even if they do not differ from our GTC. The first conclusion of contract leads to the integration of the GTC and shall apply to all contracts in the future without the need of a new agreement.

2. Contract Conclusion, Contractual Object

2.1. The offer by the contracting party shall be issued to us free of charge. The definitive quality of the delivery items owed by the contractor shall be the information in conjunction with our order specifications.

2.2. We are entitled to withdraw the order at any time, if the contracting party does not accept our order within two weeks following its receipt. Delivery call-offs become binding at the latest if the supplier does not reject them within two weeks  days of receiving them.

2.3. Individual orders and contracts require a written order statement. The contract takes effect with our binding order respectively our order confirmation.

2.4. The delivery/performance dates marked on our orders/contracts shall be binding. The contracting party must immediately inform us in written form stating reasons and the expected date of delivery/performance if it is foreseeable that it will not be able to respect the agreed delivery date. In the event of a breach of the disclosure obligation the contracting party can not appeal to non-responsibility for the delay.

2.5. In the event of a longer term prevention of the delivery, suspension of payments or the initiation of insolvency proceedings, the rejection of the initiation of such a proceeding due to lack of assets or the initiation of a comparable proceeding against one of the parties, the other party is entitled to withdraw from the Agreement in regard to the yet unfulfilled portion. If the supplier/subcontractor is affected by one of the aforementioned events he shall support us to the best of his abilities to supply the contractual object respectively the contractually agreed service by third parties.

2.6. Involvement of third parties (such as subcontractors, subsupplier, etc.) requires our prior written consent. This does not apply for material procurement. It has to be ensured, by appropriate means (such as contractual agreements with the third party engaged by the contracting partner) that the resulting obligations of the legal relationship between us and the contracting party have to be respected/fulfilled by third parties engaged by the contracting party.

3. Prices, Payment Conditions

3.1. The prices listed in our order/our contract are binding. Unless otherwise expressly provided, the amounts stated are shown exclusive of the statutory value-added tax. Pricing information contain all ancillary costs (such as customs duty, packaging, transportation, insurance, etc.), if not explicitly stated differently.

3.2. We choose to pay the invoices of our contracting party within 14 days after receiving the invoice with 3% discount or within 30 days netto. We shall have the choice to make the payment via bank transfer or check. Whereas the timeliness of the payment is determined by the date at which we have given instructions to our bank to carry out the transfer. There is no responsibility on our part in case of a payment transaction delay between the involved banks. Any payments are effected under reserve of invoice verification.

3.3. In the event that an invoice is received before complete delivery, the payment deadline shall be calculated from the day of the actual delivery. Without a reminder of payment no default of payment shall be applied, provided that a specific payment deadline was not agreed upon. Default interest amount annually 5% above base interest rate.

4. Assignment and Offsetting/Retention Rights

4.1. The contracting party is only entitled to assign its claims against us or assign a corresponding entitlement to collect by third parties with our prior written consent. Section 354a of the German Commercial Code (HGB) shall not be affected by this stipulation.

4.2. Contracting parties shall only be allowed to perform a set-off or exercise a right of retention against us, if these rights result from the same contractual relation and are unquestioned and legally assessed or accepted by us.

5. Place of Performance, Risk Assumption, Default of Acceptance

5.1. Unless agreed otherwise the place of performance is defined in our order sheets/contracts. In case no place of performance was specified our registered office in 08496 Neumark, Neue Reichenbacher Straße 10a is the place of performance. The respective place of performance is also the place of fulfillment (debt to be discharged at creditor´s domicile).

5.2. The contracting party vouches unconditionally for the procurementof of the contractual object and the supplies and services required for his delivery - even through no fault of his own. The risk of accidental loss and the accidental deterioration of the goods shall pass onto us upon handover at the place of performance.

5.3. Approval and acceptance of contracted work is deemed completed after a documented acceptance report in written form has been signed by us. Contracting parties have to request an inspection in writing early enough, before the execution of services can not be verified later due to continuation of service delivery or rather further processing. The acceptance can not be assumed by non-response to a corresponding written request by the contracting party neither by payment for the services nor the actual commencement of the use.

5.4. Delay of acceptance is excluded when the performance of the contracting party was not offered in written form. This is not applicable, if a specific or definable calendar date has been agreed for an act or omission on our part.

6. Retention of Title, Material provided

6.1. The assignment of the contractual object to us shall take place unconditionally and regardless of the payment of the price. If, in contrast a retention of title was agreed for the contractual object it expires not later than upon payment of the agreed price. An extended and expanded retention of is excluded.

6.2. Should we provide materials and the contractual partner started processing, mixing or combining them with others, the corresponding handling will be carried for us. The contracting parties agree that we shall also acquire ownership of the newly produced items according to the proportion of the value of the material provided to the value of the processing and the other constituent parts. The relevant products will be stored for us by the contractual partner until their transfer to us or designated third parties.

6.3. Provided tools and similar utensils may be used solely and exclusively for performance of the agreements concluded with us unless otherwise agreed in individual cases. After completion of the order the contractual partner shall be obliged to hand over said items. The supplier shall not have any rights of retention on whatever basis to the loaned items named under number 6.3.

7. Defects

7.1. The duty to examine and notify of nonconformity according to section 377 HGB (German Commercial Code) is accordingly modified, so that our duty to inspect is limited to defects which are revealed at the incoming goods by an external inspection (e.g. transport damage) as well as an examination of the delivered item and delivery quantity. Apart from that acceptance of the contractual object will be made within the scope of the orderly course of business.

7.2. The obligation to give notice of defects discovered at a later point in time remains unaffected. In all cases, notification of a defect is regarded as being without delay and in time if it is received within 14 calendar days by the supplier.

7.3. We are entitled to withdraw from the agreement or demand compensation instead of the complete service if negligible deviations from the stipulated quality or only impair serviceability of the product exist.

7.4. In the event that subsequent performance is attempted, it shall be deemed to be unsuccessful if the replacement item is not free of defects. Here we have a choice according § 439 BGB (German Civil Code). The statutory period of limitation shall begin again for replaced and repaired parts.

7.5. In the event of a failed attempt at subsequent improvement respectively unreasonableness (e.g. due to particular urgency), no (other) deadline needs to be set by us. The contractual partner will be informed about these circumstances immediately, as far as possible in advance. If we decide to self-execute the removal of defects we shall be able to remedy the defect ourselves and demand an appropriate advance payment for the expenses necessary.

7.6. The contracting partner will be informed immediately and is invited to submit comments in writing about the alleged defects in the event that a claim for damages is lodged against us by third parties. We allow the contractual party to investigate the defect on-site. If the contractual partner does not execute these measures after such a request and if it is not possible to reach an amicable agreement, we will find acceptance for the claim for defects and the obligation to remedy the defect is owed to the third party. Counter evidence in this case shall be incumbent upon the contracting party.

8. Liability

8.1. In principle, the commonly statutory prevailing liability conditions also apply for our contractual partners. Unless a longer period of limitation has been legally set, our contracting party will be liable for any faults of the contractual object occuring within 3 years starting with receipt of delivery respectively acceptance. All claims relating to defects become time barred at the earliest two months after all claims of our clients may have been fulfilled. The term of limitation however will end five years after delivery of the contractual object/performance at the latest.

8.2. In case of third party claims against us regarding product liability the supplier shall release us from such claims if the damages were caused by an error of the item provided by him. In cases of liability depending upon culpability, however, this only applies if the supplier is at fault. It is incumbent on the supplier to prove that he is not responsible, if the cause of the damage lies within the supplier's area of responsibility.

8.3. The supplier shall confirm the existence of a reasonable and adequate product third party insurance policy covered at his own expense during the period covered by the contract, and commits to produce evidence of it on request.

8.4. The above liability limitations shall include claims legal representatives, vicarious agents or agents of the contracting parties. The contracting partner is not released from the obligation to fulfill its contractual duties for us, if delays, dropouts or interferences occur during delivery/performance by his hired third parties.

9. Contractual Penalty

9.1. The contracting party is obliged to pay a contractual penalty of 0.2% of the net order value for each business day exceeding the agreed performance date (see 2.4) but shall in total not exceed a maximum of 5% of the net billing amount. We reserve the right to impose this contractual penalty up until final payment.

9.2. Our acceptance without reservation of any overdue Performance shall not be construed so as to constitute a waiver of our claims for compensation respectively contractual penalty.

9.3. In case the agreed performance date is postponed due to certain circumstances subject to the control of the contracting party, the penalty shall be forfeited in the event of delay of the subsequent performance.

10. Miscellaneous

10.1. German law applies to all legal relations between the contracting party and our company, excluding UN sales law. Contract language is German.

10.2. The place of jurisdiction shall be determined on the basis of our registered office in 08496 Neumark. However, we are also entitled to to appeal to another court of jurisdiction.

10.3. The effectiveness of the contract or the other remaining terms shall not be affected in case one of the aforementioned terms and conditions of purchasing and orders might be or becomes inoperative. The invalid clause shall be replaced by a term which, taking into account the intention of both parties in particular with regard to its economic aspects, comes closest to the sense and purpose of the invalid term.

Terms and Conditions of Sale and Delivery

1. The present terms and conditions shall only be binding with regard to business persons in the sense of §14 BGB (Civil Code), as well as with regard to entities of public law.

2. We expressly reserve the right to revoke the contract in the event that a delivery to Seller from a third-party supplier is missing or incorrect. This only applies in case the non-delivery is not attributable to us, in particular in the case a congruent hedging transaction is concluded with the supplier and the required diligence. Notwithstanding responsibility for the choice of the supplier in accordance with subsection 9 of these terms and conditions for intent and negligence. We will make all reasonable efforts to ensure delivery. In the event of a lack of availability or only partial availability of the goods, or additional delivery time the customer shall be informed and reimbursed immediately for any considerations that might already have been made by the buyer, provided that the buyer or we rescind the contract.

3. All agreements between us and the customer, especially side-agreements and contract changes, must always be made in writing in order to take any effect. The scope of the services agreed in the contract is defined exclusively by the confirmation of order. Insofar as not otherwise arranged in the confirmation of order or from our terms of sale and delivery, the concrete laying services to be rendered by us are subject to the VOB (German Construction Contract Procedures) Part B in the latest edition on the date of signing of the contract. 

4. The VAT rate legally in effect on the date of the order must be added to all listed prices. We are not obliged to take back any packing material for pure delivery performances unless expressly agreed. Our prices for pure delivery performances do not include postage and packaging. We are entitled to charge 50% of the contract value upon order placement. We may refuse deliveries or pick ups by buyers who have not paid deposit invoices or have not paid full amounts of their deposit invoices. We are entitled to demand reasonable progress payments for laying performances according to the progress of the actual amount of work completed. We shall also be entitled to offset claims against counterclaims and to assert retention rights if these rights or claims are based on the same contractual relationship or have become res judicata or have been recognized or not rejected by us.

5. Force majeure and unpredictable, inevitable incidents or grave operational breakdowns (including weather effects for laying performances) prolong the time of delivery and performance for the duration of the hindrance. The buyer shall be informed immediately of the occurrence of such disturbance. Agreed dates of completion are binding for us and also for the buyer. We shall be entitled to terminate our services on the original completion date in order to deploy our employees at other construction sites if the agreed date of completion is not maintained, for reasons, which are not attributable to us.

6. Parquet flooring is delivered for the optimal utilization of the wood according to the supply and the DIN dimensions. It is the concern of the Buyer to provide subfloors in standard conditions for the floor installation. Subfloors must be dry and flat.

7. The warranty for our laying services will be accepted according to VOB (German Construction Contract Procedures) Part B. Deviating hereof the buyer is only entitled to rescind the contract, to claim damages for non-performance or to reduce the contract price if the defect should not have been remedied by us in two attempts.
Our specifications for delivery and performance articles, also in catalogs of manufacturers of the used materials solely represent descriptions and do not represent guarantees, unless otherwise agreed.

Unless the samples, drawings, brochures and details concerning weight, color and dimensions belonging to our offer are expressly referred to as being binding, they are only approximations. Please note that for delivery and during installation of wooden products every article has its own properties due to the characteristics of every craftsman’s production process. Specifications of the articles in written orders or service descriptions are only general descriptions and shall be construed as illustrative, therefore the buyer can not request full compliance. We shall not be liable for faults on the part of our suppliers or contracted carriers as they are not vicarious agents of our company. We shall not be liable for defects of quality which reduce the value or suitability of the goods or performed services only insignificantly as far as they are not attributable to intention or gross negligence.

8. All items delivered remain our property until all of our invoices from the business relationship with the buyer have been paid in full. The asserting of the right of retention of title does not mean withdrawal from the contract at the same time.

9. Except as set forth below or unless otherwise agreed with the buyer in a separate agreement we shall only be liable for damages claims and reimbursement of expenses due to violation of contractual or extra-contractual obligations in case of initiation of contract only with willful intent or gross negligence of our legal representatives or vicarious agents as well as the culpable breach of essential contractual duties (cardinal duties). In the event of culpable breach of substantial contractual obligations, we shall, except in cases of deliberate acts or gross negligence on the part of his lawful representatives or executives, only be liable in respect of the damage which is typical of the contract and reasonably foreseeable. The above-mentioned limitation of liability does not apply in the event of harm of life, body or health as well as cases of malicious non-disclosure of defects or feigned properties as well as damage claims under the Product Liability Act.

10. We do not assume liability for damage of the flooring installed by us that is attributed to treatment not accordingly to the maintenance instructions.

11. Higher wage rates shall be due for services required outside the usual working hours (Monday to Friday 8am to 6pm) unless otherwise agreed 50% of the wage fraction of the performance costs. We shall be entitled to charge for necessary measures beyond the requirements of DIN as additional services however we will inform the buyer as far as possible before the execution and name the extra costs.

12. It shall be assumed that the vehicle can travel directly to the unloading location and can be unloaded immediately. Additional expenses due to extra transport or difficult access to the construction site shall be calculated separately. Mechanical transportation (lift, construction hoist or similar) need to be made available free of charge by the buyer for transports beyond the second floor. Additional costs for missing mechanical aids shall be charged to the time sheet separately. The costs occurring (e.g. working time and travel expenses) while the execution of our work is hindered shall be additionally invoiced.

13. A major deterioration of the client's creditworthiness shall entitle us to ask for advance payments or securities. In the event of non payment notwithstanding the granting of extensions under the threat of refusal, we shall be entitled upon the expiration of the deadline to rescind the contract and claim damage compensation for non-fulfillment.

14. Place of jurisdiction and place of performance is Neumark/Vogtland. German law applies to all legal relations between the contracting party and our company and the conflict of laws rules of Private International Law and UN Sales Law (CISG) shall be excluded.