Section 1 General information

1. Unless expressly agreed otherwise, in addition to the practices followed in the wood industry (Tegernsee Practices [Tegernseer Gebräuche] as amended), the following General Delivery and Payment Terms and Conditions will apply to all contracts, deliveries and other services which arise over the course of business with companies within the meaning of Section 14 German Civil Code (BGB), legal persons under public law, or special funds under public law. Our Terms and Conditions will also apply for consultation services which are not the subject of an independent consultation contract. If these are not known, the text of the Tegernsee Practices can be sent over upon request.
2. Our Terms and Conditions apply exclusively. Any deviating, contradictory or supplementary general terms and conditions of the buyer will only become part of the contract if elka-Holzwerke GmbH expressly consents to their application. This consent requirement will apply in all cases, for example, even if elka-Holzwerke GmbH unreservedly provides the service to the buyer despite knowledge of their general terms and conditions.
3. As part of an ongoing business relationship between merchants, these Terms and Conditions will also become part of the contract even if elka-Holzwerke GmbH has not informed the other party of their inclusion in individual cases.
4. Agreements concluded with the buyer in individual cases (including ancillary agreements, supplements, and amendments) will in any case take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written order confirmation (text form is sufficient) as well as the description of services from elka-Holzwerke GmbH will be decisive in determining the content of such agreements.
5. The buyer must impose the same conditions upon their customers as those that are imposed upon it by elka-Holzwerke GmbH. There may be no deviations which come at the expense of elka-Holzwerke GmbH.

Section 2 Offers – conclusion of contract – prices – price adjustment clause

1. Offers from elka-Holzwerke GmbH are non-binding and will remain subject to the cancellation provisio until the contract is concluded. All goods are subject to prior sale. In deviation from this, elka-Holzwerke GmbH can bind itself to an offer for a period of time explicitly specified therein. In this case, the offer can only be accepted during this period of time. Should an offer be accepted after the binding period, this will be viewed as a request to conclude a new contract. In this case, elka-Holzwerke GmbH will create a new offer.
2. Unless otherwise agreed, the prices will be ex works or ex warehouse without packing and plus freight and VAT.
3. The purchase prices for raw materials, in particular wood, are subject to significant deviations in price. elka-Holzwerke GmbH will be entitled adjust the prices to be paid by the buyer on the basis of the contract to correspond with the cost development at its reasonable discretion, which will then become decisive for calculating the price. Should costs for raw materials or wage expenses increase, elka-Holzwerke GmbH will be entitled to increase the prices (price adjustment) in the event of changes in economic conditions following the conclusion of the contract. elka-Holzwerke GmbH may only charge increases if prices have not fallen in other areas. This will only apply if the services are scheduled to be carried out more than four weeks following the conclusion of the contract.

Section 3 Delivery and transfer of risk

Unless otherwise agreed (e.g., delivery in accordance with Incoterms 2020), the following will apply:

1. Delivery periods and deadlines will be non-binding unless otherwise specified. Regardless of this, delivery periods and deadlines stated to merchants will be subject to the reservation that elka-Holzwerke GmbH is itself supplied in a timely manner, unless elka-Holzwerke GmbH would have been able to comply with the promised periods in spite of this. Failure to comply will entitle the buyer to assert their warranty rights if they have granted elka-Holzwerke GmbH a reasonable grace period.
2. Delivery and performance periods will be extended by the period for which the delivery or service is delayed due to force majeure, labour disputes, or orders from official bodies. In cases of force majeure, in particular such as damage due to fire, flooding, strikes, lawful lockouts and outbreaks of disease (including epidemics and pandemics), the affected contractual party will be released from their obligation to deliver or accept for the duration of the effects and to the extent that they are affected thereby. The parties will communicate both the commencement and the expected cessation of this impediment to the respective other contractual partner. Both parties will be entitled to withdraw from the contract if executing it is unreasonable due to either the delay itself or the consequences thereof. Both parties will undertake to notify the respective contractual partner at their request if they are withdrawing from the contract within a reasonable period while also providing the reasons.
3. elka-Holzwerke GmbH will only be liable for delays to deliveries or services for which they and their vicarious agents are responsible, not, however, for their upstream suppliers. Upon request, they will, however, be obligated to assign any claims held against upstream suppliers arising from the delay to the buyer, with these not including damages which go beyond those incurred by the buyer or their customers.
4. Partial deliveries will be permitted to a reasonable extent and must be accepted by the buyer or their customers.
5. Transport insurance policies will only be concluded at the express request of the buyer and at their expense.
6. Should deliveries be carried out using special packaging or via a special delivery method at the buyer’s request, any costs arising therefrom will be invoiced separately. Packing material will only be taken back after prior agreement.
7. Even for carriage-free delivery, the risk will transfer to the buyer once the delivery has been dispatched or collected. elka-Holzwerke GmbH will dispatch shipments using its best judgement. Delivery free building site or warehouse means delivery without unloading and under the condition that an access road exists which can be used by vehicles with heavy loads. Waiting times will be invoiced separately. Should the vehicle leave the access road on the instruction of the buyer or their customer, the buyer will be liable for any defects or damages which arise.

Section 4 Payment terms – exclusion of offsetting

1. An invoice will be created for each consignment on the dispatch date. This will also apply for partial deliveries. The invoice will only be sent in digital and electronic form.
2. Unless otherwise agreed, the purchase price will be payable in euros within 30 calendar days after the invoice date in full, or after 14 days with a 2% discount insofar as there are no invoice amounts due on the buyer’s account. Only the value of the goods without freight, wage labour and packing will be eligible for the discount. All costs for transferring the payable amount to the seller will be borne by the buyer. We accept transfers and SEPA direct debit authorisation as means of payment. All amounts are to be paid in euros.
3. Representatives will only be entitled to receive payments based on special power of attorney.
4. In the event of default of payment, elka-Holzwerke GmbH will be entitled to make all outstanding invoice amounts due as well as cancel existing orders.
5. In the event of justified complaints for defects, the buyer will only withhold those payments which bear a reasonable relationship to the material defects discovered unless the buyer is not obligated accept a partial delivery consisting of the material free from defects in accordance with Section 3 clause 4.
6. Both parties will only be permitted to against counterclaims if these claims are either undisputed or have been established as legally effective.

Section 5 Condition – warranty – statute of limitation

1. Wood is a natural product. Its natural properties, differences and features must thus be taken into account at all times. The biological, physical, and chemical properties in particular must be taken into account when purchasing, processing and using it. The range of natural differences in colour, structure and other areas within a type of wood are included among the properties of wood as a natural product and will not constitute grounds for either complaints nor liability.