General Business Terms and Conditions

For private transactions

1. For cash sales, the purchase price is payable in full immediately upon receiving the goods.
2. If product is delivered, payment is due immediately upon delivery of the goods, insofar as no other arrangement has been made.
3. The delivered goods remain the property of the seller until payment in full has been received.

For business transactions

§ 1 General

1. These delivery and payment terms form part of all quotations and agreements pertaining to the deliveries and services provided by the seller, including ongoing and future business relationships.
2. Insofar as they don't contradict our terms and conditions, the generally accepted terms in the lumber industry and in particular the "Tegernseer Gebräuche" (generally accepted terms in the German lumber industry) in their respective applicable version and with their attachments and annexes apply as well.
3. Conflicting or deviating terms and conditions of the purchaser, in particular conditions of purchase, are only binding if they have been confirmed by the seller in writing. Our delivery and payment terms shall remain in effect even if we, with prior knowledge of terms and conditions of the purchaser which conflict with or deviate from our delivery terms and conditions, make deliveries without express reservations.
4. If two letters of confirmation with deviating content or stipulations should cross, then the sellers content and stipulations take precedence.
5. In the course of contractual relationships, the seller is entitled to process and store the company and personal data of the purchaser within the framework of the German Federal Privacy Act.

§ 2 Quotations, delivery periods

1. Quotations by the seller are only non-binding until the final order confirmation; the right to prior sale is reserved. Orders are binding offers by the purchaser. The seller is entitled to accept this offer in writing within 2 weeks. Orders are deemed to have been accepted if they were completed by the seller immediately upon receipt of the order and/or on schedule.
2. Agreements and subsidiary agreements are only valid if they are confirmed in writing.
3. Delivery periods are subject to correct and timely delivery to us by our suppliers, unless the seller is responsible for the incorrect or late delivery or confirms binding delivery periods in writing. If deadlines cannot be met for reasons outside the seller's control, then rescission due to the delay is excluded.
4. Selling prices are only considered to be firm prices if the seller has confirmed them in writing. The respective applicable value added tax (VAT) must be added to the selling prices. Unless otherwise agreed upon, they apply FOB from the departure point of the goods.
5. The purchaser must provide their VAT ID number for deliveries within the EU. If VAT doesn't apply to the delivery, then the purchaser must indicate this in a timely manner and provide the necessary proof
6. Insofar as written confirmations aren't contradicted by the other party for four days, the content of the confirmation is deemed to be agreed upon and binding for both parties.

§ 3 Delivery and transfer of risk

1. The place where the goods are loaded is the place of fulfilment for the seller's shipment. The purchaser bears the risk in case of delivery. Delivery is made to the agreed upon location. If the instructions are changed, then the purchaser bears the additional costs.
2. Partial deliveries are allowable to a reasonable degree and shall be accepted.
3. Delivery ex construction site or ex warehouse means delivery without unloading, conditional upon availability of an access road passable by heavy trucks. If the delivery vehicle leaves the passable access road upon the instructions of the purchaser, then the purchaser is liable for any resulting damage. Unloading must be performed promptly and properly by the purchaser. Delays which are occasioned by the purchaser are billed to the purchaser.
4. The failure to comply with delivery dates and deadlines on the part of the seller entitles the purchaser to enforce their rights only after the end of an appropriate grace period of no less than 8 working days given to the seller by the purchaser.
5. Force majeure, labour disputes or other unforeseeable, unusual events such as official measures, traffic disruptions, etc. release the seller from the obligation to deliver for a period equal to the duration of their impact, or fully in the event of delivery becoming impossible.
6. In the event of a delay in performance and inability to perform occasioned by the seller, the purchaser has the right to rescission from the contract after an appropriate grace period. Apart from that, the claims of the purchaser are limited to compensation for proven additional costs (covering purchase). This is conditional upon notification of the seller in writing and with an appropriate grace period (counted from the time of the delay or default of performance). At least three offers must be obtained. Further claims for compensation are excluded. In the event of intent or gross negligence on the part of the seller, a legal representative or vicarious agent, the claims for compensation are limited to the foreseeable damage at the time the contract was concluded.
7. The seller may claim compensation at a flat rate of 25 % of the order total without itemisation, if the purchaser fails to accept the goods or fails to fulfil the contract in another way. The amount of damages shall be determined to be correspondingly higher or lower if the seller provides proof of higher damages or the purchaser provides proof of lower damages.

§ 4 Payment

1. The invoice can be issued separately for every delivery for the date on which the goods are shipped. This also applies to partial deliveries. Agreed upon payment terms are calculated as of this date.
2. Advance payments upon conclusion of a contract, unless otherwise agreed upon, are offset against the individual partial deliveries on a proportional basis.
3. The purchase price and the price for additional services, unless otherwise expressly agreed upon, is due for payment upon delivery of the object of purchase and handing over or issuing of the invoice.
   The purchaser must pay the full amount within 10 days.
4. Settling invoices by cheque or bill of exchange is considered an undertaking to pay and requires the agreement of the seller. Unless otherwise agreed upon, the purchaser bears discounts, bill of exchange charges and costs. Counterbills are categorically not issued. In the event that this occurs by way of exception in individual cases, which however must be expressly agreed upon, then releasing performance is only deemed to have been provided when the seller receives the purchase price and no other liabilities are in effect at the same time.
5. The seller is entitled to charge the purchaser interest in the amount of the credit costs payable by the seller themselves, but at no less than 8 percentage points above the prime rate (§ 247 BGB), starting on the due date; claims for additional damages are reserved.
6. In the event of a default of payment, protested cheque or protested bill of exchange, the seller is entitled to make further deliveries only with advance payment, to make all open invoice amounts due for immediate payment, and to demand payment in cash or by way of security for any bills of exchange accepted as payment.
7. The contractually agreed upon payment terms shall also be observed if a notice of defects is deemed to be valid to an extent considered trivial according to § 459 para. 1 clause 2 BGB (German Civil Code). In the event of a timely, valid notice of defects regarding defective goods according to § 459 para. 1 BGB, the purchaser may only temporarily retain that part of the purchase price which corresponds to the invoice amount for part of the delivery for which a proper notification of defect was made.
8. Offsetting of counterclaims is only allowable insofar as the claims are undisputed or have been established by law.

§ 5 Quality, warranty

Wood is a natural material, therefore its natural properties, deviations and attributes must be considered at all times. In particular, the purchaser must take the biological, physical and chemical properties into consideration during purchasing and use of the product. The purchaser shall obtain professional advice as necessary.

1. Notification of obvious defects must in any case be made immediately, at the latest within 14 calendar days of the day on which the goods were received by the purchaser. The notice period is reduced to 7 calendar days in the event of discolouration, however, unless delivery of dry goods was agreed upon. No liability can be assumed for the possible formation of cracks in the goods, most likely to occur in summer at elevated temperatures. The purchaser may not make use of the right of return for these reasons.
2. Notification of not readily apparent defects which become apparent during or after processing/use must be made immediately upon their discovery, at the latest within 14 calendar days. This doesn't apply to logs and sawn lumber. In this case a notification of defects is only possible within 14 calendar days after handover of the goods and within 7 calendar days for discolouration, even in the event of hidden defects. The inspection obligations according to § 377 HGB remain in force.
3. Once acceptance by the purchaser or their agent has taken place, later claims are excluded.
4. In addition, warranted characteristics in the sense of § 459 para. 2 of the German Civil Code must expressly be identified as such. Reference to DIN standards categorically only includes compliance of the product with the standard and doesn't effect assurances on the part of the seller, unless such assurances were expressly agreed upon.
5. If the seller also performs installation, laying or assembly of structural elements, then the German Construction Contract Procedures (VOB), and namely the general conditions of contract relating to the execution of construction work (VOB, part B) and the general technical specifications in construction contracts (VOB, part C) form part of all offers and contracts regarding such construction services.
6. The claims of the purchaser in the event of a defective delivery are limited to the right of subsequent delivery of defect-free goods within an appropriate grace period. Further claims, in particular claims for compensation arising from breach of contract, fault during contract negotiations and unauthorised actions are excluded, unless they are based on intent or gross negligence of the seller, a legal representative or agent. The liability in such cases is also limited to the foreseeable damages at the time the contract was concluded.

§ 6 Retention of title

1. The delivered goods remain the property of the seller as goods subject to retention of title until payment of the purchase price and settlement of all existing claims arising from the business relationship and claims which still arise in relation to the object of purchase. The suspension of individual claims within an open account and the striking of a balance and its acknowledgement do not rescind the retention of title. If liability on the part of the seller by way of security is established in relation to payment of the purchase price by the purchaser, then the retention of title doesn't expire until the purchaser redeems the security as the payee. In the event of default of payment on the part of the purchaser, the seller is entitled to take back the goods subject to retention of title following a dunning process, and the purchaser is obligated to surrender said goods.
2. If the goods subject to retention of title are processed by the purchaser to produce new movable goods, then this processing takes place to the benefit of the seller, without any resulting obligations on the part of the seller; the new goods become the property of the seller. In the event of processing in conjunction with goods not belonging to the seller, the seller acquires joint ownership of the new goods according to the value of the goods subject to retention of title relative to the value of the other goods at the time of processing.
   If goods subject to retention of title are combined, mixed or blended with goods not belonging to the purchaser according to §§ 947, 948 of the German Civil Code, then the seller becomes the joint owner in accordance with the legal regulations. If the purchaser acquires sole ownership through combining, mixing or blending, they already assign joint ownership to the seller according to the value of the goods subject to retention of title relative to the value of the other goods at the time of combining, mixing or blending. In these cases the purchaser shall at no charge safekeep the goods owned or jointly owned by the seller, which are also deemed to be goods subject to retention of title in the sense of the following provisions.
3. If the goods subject to retention of title are sold, on their own or together with goods not belonging to the seller, then the purchaser already assigns the receivables arising from the resale in the amount of the value of the goods subject to retention of title along with all ancillary rights to the seller with the rank above all other claims; the seller accepts this assignment. If the goods subject to retention of title which are resold are owned in part by the seller, then assignment of the receivables applies to that amount which corresponds to the joint ownership share held by the seller. Para. 1 clause 2 applies accordingly for an extension of the retention of title; advance assignment according to para. 3 clause 1 and 3 also extends to the current account balance claims.
4. If the goods subject to retention of title are installed in the property of a third party by the purchaser as a material component, then the purchaser already assigns claims arising against the third party or concerned party as compensation in the amount of the value of the goods subject to retention of title with all ancillary rights, including the right to assign an equitable mortgage, with the rank above all other claims; the seller accepts the assignment. Para. 3 clause 2 and 3 apply accordingly.
5. If the goods subject to retention of title are installed in the property of the purchaser as a material component, then the purchaser already assigns the claims arising from commercial sale of the property or from property rights in the amount of the value of the goods subject to retention of title with all ancillary rights and rank above all other claims; the seller accepts this assignment. Para. 3 clause 2 and 3 apply accordingly.
6. The purchaser is only entitled and authorised to undertake resale, use or installation of the goods subject to retention of title within the conventional normal course of business and only with the limitation that the claims in the sense of para. 3, 4 and 5 are actually assigned to the seller. The purchaser is not entitled to any other disposition of the goods subject to retention of title, in particular pledging as security or transfer by way of security.
7. The purchaser authorises the seller, under retention of the right to revocation, to collect the claims according to para. 3, 4 and 5. The seller shall refrain from exercising his own right to collection, as long as the purchaser meets his payment obligations including those towards third parties. Upon request by the seller, the purchaser shall name the debtors of the assigned claims and provide notification of assignment; the seller is also entitled to notify the debtors of the assignment themselves.
8. The purchaser must inform the seller immediately of enforcement measures of third parties pertaining to the goods subject to retention of title or the assigned claims, and shall provide the documentation required to enter a counter claim.
9. The right to resale, use or installation of the goods subject to retention of title and the authorisation to collect the assigned claims expires upon default, application for or initiating of bankruptcy proceedings, and court or out of court settlement proceedings; the authorisation to collect also expires in the event of a protested cheque or protested bill of exchange.
10. If the value of the assigned securities exceeds the claims by more than 20 %, then the seller is insofar obligated to reassignment or releasing at their discretion. Ownership of the goods subject to retention of title and the assigned claims is transferred to the purchaser upon settling of all claims on the part of the seller arising from the business relationship.

§ 7 Place of performance and jurisdiction

1. The place of performance for payment of the purchase price and for other performances of the purchaser is always the location of the seller's business office.
2. Place of jurisdiction for fully-qualified traders is 58099 Hagen.

§ 8 Final provisions

If one or more of these provisions should violate legal regulations or be legally ineffective for other reasons, then this shall not affect the validity of the remaining provisions.
In this event the contractual partners obligate themselves to agree on a substitute provision which comes as close as possible to the commercial purpose of the ineffective provision.
German law shall apply exclusively, insofar as no other expressly deviating written agreement has been made in individual cases.

ante-Group:

• ante-holz GmbH
• ante-holz GmbH & Co. KG
• ante Haus und Garten GmbH & Co. KG
• ante-holz-Polska Sp. z o.o.
• Im Inkerfeld 1, 59969 Bromskirchen-Somplar

Version: September 2009