Here you can find our current Special Terms and Conditions as a *.pdf download (as of June 2019): Download BEB (pdf)
Special Terms and Conditions
I. General / Area of applicability
These Terms and Conditions of Purchase are supplemental to the Standard Terms and Conditions of Purchase of HIT Holzindustrie Torgau GmbH & Co. KG (available at https://www.hit-holz.de). They apply unless there is a deviating individual agreement. The contractual terms and conditions apply to the purchase of wood by HIT Holzindustrie Torgau GmbH & Co. KG (referred to in the following as “HIT Holz”) with suppliers or other contractors (referred to in the following as “Supplier”), even if they are not specifically referred to in later contracts. The inclusion by the Supplier of all general terms of business, payment and sales is hereby expressly objected to, and the Purchasing Terms and Conditions of HIT Holz apply exclusively. Any conflicting or deviating terms and conditions, in particular purchasing terms of the Supplier, are not recognised unless their validity is expressly agreed by HIT Holz in writing under German law. Verbal agreements require the written confirmation of HIT Holz to be effective.
II. Conclusion of contract
- Sales agreements are formed only with the written confirmation of HIT Holz and exclusively on the basis of these Terms and Conditions of Purchase, together with our Standard Terms and Conditions of Purchase. Unless expressly otherwise agreed, all quotations and costs proposals of the Supplier are free of charge. Orders placed verbally or by telephone are only binding where they are confirmed by HIT Holz via the post-contractual transmission of a written order.
- These Special Terms and Conditions for the Purchase of Wood of HIT Holz constitute the entire contract content if the seller does not object to them in writing within 8 days. While side agreements or any deviating agreements are permitted within the scope of a specific contractual relationship, they require the written form under German law to be effective.
- The application of the “Tegernseer Gebräuche” (generally accepted terms in the German wood industry) is excluded.
- The Supplier must accept the order within a deadline of five working days. By accepting the order the Supplier acknowledges that it is fully informed about the type of fulfilment and scope of the service. If there are obvious mistakes, or typographical or numerical errors in the documentation provided by HIT Holz, these will not be binding on HIT Holz. Rather, the Supplier is obliged to notify HIT Holz as the customer of such errors, so that the order can be immediately corrected or adjusted. This also applies to any missing documentation. HIT Holz must be notified of the acceptance of its orders in writing within five working days; otherwise, it is entitled to revoke the order.
- Orders may only be passed on to third parties with the consent of HIT Holz.
- Any deviation in quality or quantity to the original order, together with any further contractual amendments, are only agreed when they have been checked and confirmed in writing by HIT Holz.
- In addition to these Terms and Conditions of Purchase the following further contractual terms and conditions form part of the contract, according to the type of contract and agreement between the parties:
Written order of HIT Holz
Standard Terms and Conditions of Purchase of HIT Holz
Specification and Quality Guidelines of HIT Holz
III. Requirements / Suitability / Quality
- The seller warrants that the timber which it offers, sells and delivers and all timber products were felled in compliance with the statutory requirements of the country of origin and do not originate from illegal logging pursuant to the EUTR. This is to be verified by relevant documentation, also without the need for a request. As a result, the seller must show the entire supply chain in a complete, traceable and conclusive manner. Furthermore, the seller will warrant on request that it complies with the criteria and principles pursuant to PEFC standards and FSC® standards without exception or limitation.
- The seller confirms that the deliveries meet the requirements for sustainable resources within the meaning of the German Renewable Energy Resources Acts (Erneuerbares Energien Gesetz – EEG) 2004 and 2009.
- The seller warrants that all items which are offered to the purchaser for sale are the seller’s property and are not subject to any third party rights. Sole ownership is to be verified at the purchaser’s request.
- The goods delivered by the seller must correspond to the agreed characteristics in respect of type of wood, quality characteristics, quality requirements and dimensions. These characteristics are a part of every purchase contract which the seller must comply with and are binding. In particular the current applicable Specification and Quality Guidelines of HIT Holz apply as an annex to the contract.
- The purchaser is not liable for costs incurred by the seller relating to forest protection measures. This includes, for example, protective spraying of wood piles, the movement of beetle-infested wood to temporary storage facilities.
IV. Delivery / Delivery conditions
- Delivery of the contractual quantity will occur in accordance with the agreed delivery plan in the sales contract. Agreed delivery dates are binding. The goods must be received at the specified HIT Holz place of receipt by the agreed delivery deadline. Any delivery delays must be indicated immediately, stating the grounds and the anticipated duration.
- Where the supplier is responsible for a delayed delivery, we are entitled – in addition to further statutory and contractual claims – to claim compensation for each commenced week of delay in a fixed sum for delay losses of 0.5% of the order value, up to a maximum of 5% of the order value. HIT Holz reserves the right to claim a higher amount of compensation, where the fixed compensation will be set off against further claims for compensation.
- In cases of force majeure and for operational necessary reasons (for example, disruptions to production, immediately necessary production changeovers and market-influencing events), HIT Holz reserves the right to alter the monthly delivery quantity without adjusting the total delivery quantity in deviation from the delivery plan and without affecting the agreed price. The seller will be notified of any relevant change promptly. The seller will have no claims for reimbursement of any additional expenditure arising from this.
- Where delivery times are agreed, the Supplier may only perform the services ahead of schedule if HIT Holz has previously agreed to the deviating delivery time. In this case, refusal of acceptance by HIT Holz will not trigger a default of acceptance. Early delivery does not bring forward the due date of the purchase price. If the amount delivered is less than the agreed delivery quantity for a partial delivery in an agreed delivery plan and no reduction or postponement has been made by the purchaser, HIT Holz is entitled, in addition to any statutory claims, to the following consequences at its option: without setting a new deadline to buy the missing quantity from another supplier and to bill the seller for the additional costs, to withdraw partially from the purchase in respect of the missing delivery without setting a new deadline, or to extend the contract period until subsequent delivery is made in compliance with all agreed conditions in the purchase contract.
- Logs ex forest
- The time of supply corresponds to the delivery plan in the purchase contract.
- The location of the wood pile together with the related access must be traversable by lorry all year round, where possible by main roads. It must also be possible for lorries and trailers to turn around.
- Different assortments, lengths and species must be clearly stacked separately.
- The permitted total weight and axle loads must be strictly observed.
- Logs ex railway / port
- The time of supply corresponds to the delivery plan in the purchase contract.
- Local regulations must be adhered to, and a sufficiently safe distance from the tracks or the water’s edge must always be maintained.
- In each case the storage locations must be free from foreign substances that would affect quality.
VI. Acceptance / Incoming Inspection
- The Supplier acknowledges that it is fully aware of the current applicable Specification and Quality Guidelines of HIT Holz. Unless otherwise contractually agreed, the quantities, weights and quality noted by the incoming goods inspection at the receipt plant are binding and form the basis for the billing of the delivery. Acceptance is thereby subject to the delivery being correct and, in particular, free of defects.
- The seller confirms its agreement to immediate processing of the goods. It will receive the result of the measurements in writing, together with a statement of account or timber receipt notification, also containing notification of defects if any timber contrary to the contractual terms is found. There is no obligation to immediately check and report defects following acceptance.
- The seller undertakes prior to transfer to check each delivery unit for visible foreign substances and – where such foreign substances are identified – to remove these and, to the extent necessary, any contaminated timber. If this is not possible, the seller must replace the relevant timber according to the requirements of the agreed quality properties and according to the suitability conditions.
- If the shipment or parts of the shipment do not meet the required quality, HIT Holz is entitled to refuse acceptance of the shipment and to require either subsequent performance or to reduce the purchase price. Any costs arising from this (for example, storage or freight costs) are to be met by the seller.
- For agreed factory measurements for round sawn timber, the seller expressly accepts the factory incoming measurement and the factory grading determined by the purchaser. The factory measurement which forms the basis of the invoice is determined by the purchaser using the on-site electronic and calibrated surveying system. The purchaser will allow the seller to be present at the measuring and sorting. If the seller does not take up this opportunity, the measurement will be deemed approved.
- For purchases by weight, acceptance occurs in accordance with the values determined at the incoming goods inspection by HIT Holz, such as quantity, weight and quality of the delivery. The seller will receive the result of the measurements in writing, together with a statement of account or timber receipt notification.
- The delivery or the delivered object must correspond to the quality agreed in the purchase contract. This is warranted by the Supplier.
- If the delivery item does not correspond to the agreed quality or is of lesser quality, HIT Holz can request rectification of the defect or delivery of a defect-free item. In this case, HIT Holz may also reduce the invoice amount proportionately or withdraw entirely from the contract.
- HIT Holz must notify the Supplier of defects promptly, to the extent to which they can be established during the normal course of business.
- As a business transaction, the following also applies to the delivery pursuant to section 377 of the German Commercial Code (Handelsgesetzbuch – HGB): The delivered object will only be considered as delivered if HIT Holz has had the opportunity to thoroughly inspect it during the normal course of business. Transfer to a carrier is not considered sufficient. If the Supplier does not accept the quality defect as being due to its own negligence or negligence attributable to it but, in exercising due diligence, must assume that HIT Holz will not accept the deviations, the deemed approval will not take effect. In particular, defects which cannot be established by a visual and identity inspection will be considered hidden defects. In other respects, the statutory provisions apply.
VIII. Transfer of risk
- The Supplier bears the risk until final acceptance has been granted by HIT Holz at the agreed specified location.
- Transfer of risk in cases where transfer occurs “at the forest road” takes place when the purchaser confirms transfer of the wood.
- For deliveries “free wagon”, the transfer of risk occurs on acceptance of the wagon by the wagon foreman at the place of loading. The regulations of the rail operator must be adhered to at all times.
- Unless otherwise contractually agreed, the transfer of risk in all other cases will take place in accordance with the statutory provisions.
IX. Force majeure
Force majeure or operational disruptions which materially impact the business operations of HIT Holz and which are not attributable to HIT Holz release HIT Holz from its acceptance obligations for the duration of the disruption. If only a partial delivery is hindered or prevented by force majeure, the seller remains obliged to deliver and the purchaser to accept those parts of the delivery not affected by the impediment.
X. Prices / Payment conditions / Invoicing
- Invoices with reference to the relevant purchase contract are to be presented following delivery. Unless otherwise agreed, prices are to be quantified net together with statutory VAT including packaging, shipping and insurance. Any deviations from the purchase contract, in particular increased or reduced fulfilment, is to be separately set out on the invoice.
- Payment occurs following complete, defect-free delivery and the presentation of a corresponding and correctly issued invoice. If, in particular, documents or evidence are missing, the delivery will be considered incomplete, and the payment period will only begin to run once it is complete. It should be noted that payments made do not in any way constitute confirmation of contractual conformity of the delivered goods.
XI. Applicable law
The law of the Federal Republic of German applies exclusively. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply. The language of the contract is German. Unless otherwise agreed, the place of fulfilment is the registered office of the purchaser.
The court of the registered office of HIT Holz with subject matter and local jurisdiction has exclusive, including international, jurisdiction over all direct and indirect disputes arising from the contractual relationship.
XIII. Data Protection
If we process any personal data in the course of the contractual relationship or during the formation of the contract, this will be done exclusively in accordance with the statutory provisions. In particular, the provisions of the General Data Protection Regulation and the German Data Protection and Implementation Act will be strictly complied with in using the data.
XIV. Final provisions / Severability clause
If individual provisions of these Special Terms and Conditions for the Purchase of Wood of HIT Holzindustrie Torgau GmbH & Co. KG are or become ineffective in whole or in part, this does not affect the validity of the remaining terms and conditions. The provisions which are ineffective in whole or in part are to be replaced by a provision which most closely represents the economic sense and purpose of the ineffective provisions.