BASIS OF OUR BUSINESS RELATIONSHIPS WITH CUSTOMERS & SUPPLIERS

1. APPLICATION

1.1 The following General Terms and Conditions of Delivery and Payment apply to all contracts, offers, sales, deliveries and other services, the entire present and future legal relationship between us and our customers - on the basis of the "Tegernsee Customs" (customs in the timber industry) and in addition thereto.

1.2 Any deviating terms and conditions of the Buyer are hereby rejected. They are generally not valid and shall not become part of the contract even if we carry out the delivery or work performance in the knowledge of conflicting conditions. The General Terms and Conditions referred to in our offers will be sent to merchants on request and can also be viewed on the seller's website https://www.gym-wood.com.

1.3 In the context of an ongoing business relationship between merchants, the GTC shall become part of the contract even if the seller has not expressly referred to their inclusion in individual cases.

1.4 Individual agreements made with the Buyer as well as collateral agreements, supplements and amendments shall take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.

2. OFFERS AND CONCLUSION OF CONTRACT

2.1 A binding period of 6 weeks shall apply to binding offers, unless otherwise agreed.

2.2 Orders shall be deemed accepted if they are confirmed by the Seller in writing or by electronic means (e-mail). If orders are executed immediately after receipt of the order, the invoice shall be deemed to be the order confirmation.

2.3 If, after conclusion of the contract, the Seller becomes aware of facts, in particular default in payment with regard to earlier deliveries, which, according to due commercial discretion, indicate that the purchase price claim is jeopardized by the Buyer's inability to pay, the Seller shall be entitled, after setting a reasonable deadline, to demand concurrent payment or corresponding securities at the Buyer's discretion and, in the event of refusal, to withdraw from the contract, whereby the invoices for partial deliveries already made shall become due immediately.

3. DELIVERY, TRANSFER OF RISK AND DELAY

3.1 The Seller reserves the right to correct and timely self-delivery.

3.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover.

3.3 Our confirmed delivery deadlines are non-binding dispatch dates. In the case of divisible deliveries, we are entitled to make partial deliveries and, with appropriate prior information, also to make early deliveries.

3.4 The delivery period shall be extended appropriately - even within a delay - in the event of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which the Seller is not responsible (including, but not limited to, operational disruptions, strikes, lockouts or disruption of transport routes), insofar as such obstacles demonstrably have a significant influence on the delivery of the item sold. This shall also apply if these circumstances occur at the Seller's suppliers and their sub-suppliers. The Seller shall inform the Buyer of the beginning and end of such hindrances as soon as possible. The Buyer may demand a declaration from the Seller as to whether he wishes to withdraw from the contract or deliver within a reasonable period of time. If the seller does not make a declaration immediately, the buyer may withdraw from the contract. Claims for damages are excluded in this case. The above provisions shall apply to the Buyer accordingly if the aforementioned obstacles occur at the Buyer.

3.5 The Buyer may only set a grace period for delivery if the agreed delivery date has been exceeded by more than 2 weeks. This grace period must be reasonable and must be at least 3 weeks. If the grace period expires without result, the buyer may withdraw from the contract. A claim for damages against the seller for breach of duty is excluded, unless the seller has acted with at least gross negligence or there has been personal injury.

3.6 Excluded from this are agreements on delivery dates made in individual cases between the Seller and the Buyer, from which individually agreed recourse obligations for delayed delivery arise. These agreements must be made in writing and are only effective if they are expressly referred to in the offer submitted or if they form part of the text of the offer. The seller may charge a delivery date fee for these binding delivery dates in his offer.

4. PRICES AND TERMS OF PAYMENT

4.1 The prices stated in the offer shall apply ex warehouse. The purchase price is due immediately without deduction as advance payment. Other payment terms must be agreed separately and shall be deemed confirmed by the Seller if they are stated in writing in the offer. A flat-rate freight charge must be observed. Delivery shall be free curbside at the customer's premises. The buyer must provide suitable means of unloading.

4.2 Checks are only accepted on account of payment, not in lieu of payment. In the event of a check protest, the seller may demand immediate cash payment concurrently with the return of the check.

4.3 The Seller reserves the right, even in the context of an ongoing business relationship, to make deliveries in whole or in part only against advance payment. A corresponding reservation is generally declared with the order confirmation.

5. PROPERTIES OF THE WOOD

5.1 Wood is a natural product, which is why its natural properties, deviations and characteristics must always be observed. In particular, the buyer is obliged to take its biological, physical and chemical properties into account when purchasing and using it.

5.2 Natural deviations due to color, structure and other differences within a type of wood do not constitute grounds for complaint or liability.

5.3 If necessary, the Buyer must obtain professional advice for further processing and test the product for suitability for the intended processing method. This applies to all types of further processing; the Seller advises the Buyer to prepare processing samples in advance.

6. NOTICE OF DEFECTS, WARRANTY AND LIABILITY

6.1 The properties of the goods, in particular quality, grade and dimensions, shall be determined in accordance with the agreements between the parties. In the absence of such an agreement, the applicable relevant standards shall apply (DIN and EN). The Buyer shall bear the risks of suitability and use.

6.2 The Seller shall only be liable for defects within the meaning of § 434 BGB as follows:

The buyer must inspect the goods received immediately for quantity and quality. Obvious defects must be reported to the seller in writing immediately upon receipt of the goods, but within 14 days at the latest. In the case of mutual commercial transactions between merchants, §§ 377, 381 HGB remain unaffected. For the rest, reference is made to Section 1 (Validity).

6.3 If the Buyer discovers defects in the goods, he may not dispose of them, i.e. they may not be divided, resold or further processed or installed until an agreement has been reached on the handling of the complaint or an expert has been appointed to secure evidence.

6.4 In the event of recognized complaints, the Seller has the right to determine the type of subsequent performance (replacement delivery, rectification of defects), taking into account the type of defect and the legitimate interests of the Buyer. The Buyer shall grant a reasonable period of time and opportunity to remedy the defect. If this is refused, warranty claims of any kind shall lapse. If the subsequent performance fails several times, the buyer may also withdraw from the contract or demand a reduction in price.

Further claims of the buyer against the seller, regardless of the legal grounds, are excluded, unless the seller has acted with at least gross negligence or personal injury has occurred.

6.5 Claims for material defects shall lapse 12 months after delivery. This shall not apply if the law prescribes longer periods.

6.6 Section 7 (General limitation of liability) applies to claims for damages.

6.7 The Seller shall not provide any warranty for improper use and handling of the subject matter of the contract. Warranty claims shall also lapse in the event of damage to or destruction of the subject matter of the contract due to improper handling or storage after the transfer of risk.

6.8 Deviations in dimensions and material that are customary in the trade and/or due to production technology shall not entitle the customer to complain about the subject matter of the contract. DIN standards shall apply to tolerances, if available.

6.9 Excess and short deliveries in terms of quantity and number of items are permissible up to 20%, except for the delivery of doors. They do not entitle the customer to give notice of defects.

6.10 The place of performance for subsequent performance shall be the Seller's registered office.

7. GENERAL LIMITATION OF LIABILITY

7.1 Claims for damages and reimbursement of expenses by the Buyer (hereinafter: claims for damages), irrespective of the legal grounds, in particular due to breach of duties arising from a contractual obligation and from tort, are excluded. This shall not apply in cases where liability is mandatory, e.g. under the Product Liability Act, in cases of intent and gross negligence, due to injury to life, limb or health and the breach of material contractual obligations. Material contractual obligations are those obligations which protect the customer's legal positions which are material to the contract and which the contract must grant him according to its content and purpose. Essential contractual obligations are also those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely.

However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health.

7.2 This provision shall apply to the Buyer accordingly.

8. RESERVATION OF TITLE

8.1 The Seller retains title to the goods until the purchase price has been paid in full.

8.2 If the reserved goods are processed by the Buyer into a new movable item, the processing shall be carried out for the Seller without the Seller being obligated in any way as a result. The new item shall become the property of the seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods at the time of processing. In such cases, the Buyer shall store the item owned or co-owned by the Seller, which shall also be deemed reserved goods within the meaning of the above conditions, free of charge.

8.3 If goods subject to retention of title are sold alone or together with goods not belonging to the seller, the buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. the seller accepts the assignment. The value of the goods subject to retention of title shall be the invoice amount of the seller, which, however, shall not be taken into account if it is opposed by third party rights. If the resold goods subject to retention of title are co-owned by the seller, the assignment of the claims shall extend to the amount corresponding to the value of the seller's share in the co-ownership.

8.4 The Buyer must inform the Seller immediately of any enforcement measures taken by third parties against the goods subject to retention of title or the assigned claims, handing over the documents necessary for the objection.

9. FINAL PROVISIONS

9.1 The place of performance and jurisdiction for deliveries and payments as well as all disputes arising between the parties shall be the Seller's registered office if the Buyer is a merchant or a legal entity under public law or a special fund under public law. However, the seller is also entitled to sue the buyer at his registered office.

9.2 The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

9.3 Should any provision of these GTC be invalid (e.g. unlawful or otherwise unenforceable), this invalidity shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally valid provision that has a similar and valid economic and legal effect. The same applies to any gaps or omissions in the GTC.

GymWood by Mayer Holzprodukte, Bad Säckingen - Status: September 2019