Terms and Conditions of Sale, Delivery and Payment
§ 1 General
1. These Terms and Conditions form part of all quotations and contracts for the Seller’s supplies and services, and they apply to current and future business relations.
The Seller is best wood SCHNEIDER GmbH or Holzwerk Gebr. Schneider GmbH.
2. If the Buyer is a consumer, for the purpose of these Terms and Conditions they are a natural person with whom a business relationship is established, without any commercial or freelance professional activity attributable to them.
If the Buyer is an entrepreneur, for the purpose of these Terms and Conditions they are a natural or legal person or partnerships vested with legal capacity, with whom a business relationship is established, and who is acting in the pursuit of a commercial or freelance professional activity.
For the purpose of these Terms and Conditions, Customers are both consumers and entrepreneurs.
3. Contrary terms and conditions – especially the Customer's terms and conditions of purchase – are only binding if these are confirmed in writing by the Seller. These Terms and Conditions likewise apply to all future supplies and services made to the Buyer.
§ 2 Quotations – Conclusion of contract – Prices
1. If the Buyer is an entrepreneur, the Seller’s quotations are made without obligation unless stated otherwise. Quotations may otherwise be withdrawn until the time that acceptance is received.
2. By placing the purchase order for goods, the Customer confirms their intention to purchase the goods as ordered. The purchase order is deemed accepted once the Seller confirms it by issuing a written order confirmation or by delivering the goods to the Customer within ten working days. The time limit for acceptance commences on the day after the Customer sends their offer to enter into a contract, and ends at midnight on the tenth day after this offer is sent. If the Seller does not issue an order confirmation within this time limit, this is deemed to be a rejection of the offer with the consequence that the Customer is no longer bound by its offer.
3. Online Shop orders: Before completing the order, the Customer is shown an order summary and will have the opportunity to review and, if necessary, correct all the information entered, including the delivery and payment data as well as the items placed in the shopping basket.
By clicking on the “Order now” button, the Customer makes a binding declaration to enter into a purchase agreement for the items in the shopping basket. The Customer will receive an automatic confirmation that their order has been received. This confirmation of receipt does not constitute the Seller’s acceptance of the purchase agreement. A purchase agreement is only concluded with the Customer when they receive the Seller’s order confirmation.
The Seller will store the data provided during the ordering process for the purpose of performing the contractual relationship. If the Customer has created a Customer account, they can view all previous purchase orders in the log-in area. This function is not available if the Customer logs in as a guest. The Seller will provide the Customer with all relevant order documents upon request.
4. If the Buyer is an entrepreneur, the prices of the scope of delivery and services are those stated in the order confirmation. Additional or customised services will be billed separately. The prices apply ex works, and exclude VAT, packaging, transport, forklift and crane deployments, customs duty, as well as charges and public levies. If the Buyer is a consumer, the price is including value added tax and shipping. The unload charge is not included in the shipping, and will be indicated separately (https://www.bestwood-pellets.com/holzpellets-bestellen/).
5. The agreed price is based on the quantity ordered. In the case of smaller or larger delivered quantities, the price will be reduced or increased in accordance with the Seller’s scaled prices that apply on the day the particular order is placed.
6. If the Buyer is an entrepreneur, and if the delivery is to take place at least three weeks after the conclusion of the agreement, the Seller will be entitled to reasonably increase the price if its costs increase and this is outside of its control (particularly general increases in labour and/or material costs). Changes to the rate of value added tax will automatically entail a price adjustment.
§ 3 Delivery and transfer of risk
1. If the Buyer is an entrepreneur, the delivery periods and dates are approximate, and are subject to the Seller receiving accurate and scheduled supplies from its sub-suppliers, unless the Seller is at fault for the non-fulfilment of delivery dates, or a fixed delivery period or date has been explicitly promised or agreed. The Seller will promptly inform the entrepreneur of any non-availability of the object of the delivery. Any non-fulfilment will entitle the entrepreneur to exercise its rights only if it grants, in writing, the Seller a reasonable additional period of time of at least 4 weeks. In the case of temporary impediments, however, the periods and dates for the delivery of supplies or services will be extended or postponed for the duration of the impediment, plus a reasonable amount of restart time. If the delay means it is no longer tenable for the Buyer to accept the supply or service, they may cancel the agreement by promptly issuing a written declaration to the Seller.
2. Partial deliveries are permitted to a reasonable extent, and must be accepted.
3. If the Seller is in default of its obligation to make a delivery or render a service, or if it is impossible for it to make a delivery or render a service, the Seller’s liability will be limited to compensate the loss in accordance with the provisions contained in Section 6 of these T&Cs.
4. If the Buyer is an entrepreneur, the risk will pass to the entrepreneur, including with carriage-paid delivery, once the delivery is readied for shipment or has been collected. The method of shipping will be chosen at the best judgement of the Seller. Excessive waiting times at the unloading point will be billed. If the vehicle departs the navigable access road at the instruction of the entrepreneur or their designated recipient, the entrepreneur will be liable for any resulting faults or damage.
5. If the delivery to the Customer is performed on a “CPT installation site” or “CPT warehouse” basis, this means delivery and unloading in the case of pellets, otherwise delivery is performed without unloading. All deliveries are subject to access to an access road navigable by a heavy articulated vehicle. Deliveries are performed with the Seller’s own fleet or by a freight forwarding company.
6. If the Buyer is a consumer, the required date may be stated upon placing the purchase order. Unless an alternative delivery time is stated for the articles in question, the delivery time will be approximately 15 working days. The delivery time for deliveries made to an EU country are approximately 20 working days. The delivery times stated will commence with the order confirmation.
7. If the Seller or its sub-suppliers are impeded by force majeure, the Seller’s supply and service obligations will be suspended for the duration of the interruption and a reasonable amount of additional restart time will be added. Force majeure is a non-operationally-related, external event caused by elementary natural forces or other such extraordinary environmental incidents or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically justifiable means, even by the utmost care which can reasonably be expected under the individual circumstances, and which also cannot be anticipated due to its frequency. A force majeure event is particularly assumed to occur if a pandemic or epidemic situation arises. The same applies to shortages in the supply of energy or raw materials, industrial action, operational interruptions of all kinds, including service interruptions or other such supply difficulties experienced by raw material suppliers or the Seller’s sub-suppliers, transportation delays, shortages of labour, obstacles affecting transport routes, difficulties in obtaining necessary official permits or other such official measures and orders.
8. The Seller must promptly inform the Buyer of any force majeure incidents or equivalent events. If the impediment endures for longer than 3 months, both parties will be extended to cancel the agreement. If a partial delivery has already been made, when cancelling the agreement under the aforementioned circumstances, the Buyer may only cancel that part of the delivery not already performed.
§ 4 Terms of payment
1. The invoice date is deemed to be the delivery date. This also applies to partial deliveries unless otherwise stated on the invoice.
2. Payments will only be accepted in the invoice currency indicated. Unless otherwise agreed, the purchase price is payable without deduction within 14 calendar days of the invoice date.
3. Depending on the relevant creditworthiness and the security of the payable amount, the Seller offers the Customer the following payment methods: upon receipt of invoice, by SEPA direct debit, EC card or PayPal.
4. If the Customer is in arrears with due payments, the default interest described in Section 288 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”) shall become payable. The Seller reserves the right to charge entrepreneurs a higher rate of interest upon production of proof.
5. The Seller is entitled to only perform pending deliveries in return for an advance payment or security deposit, if, following the conclusion of the agreement, it is made aware of circumstances that significantly diminish the Customer's creditworthiness, and which therefore put at risk the Customer’s payment of the Seller's outstanding payables under the relevant contractual relationship.
6. The Customer may only offset payments against their counter-claims or withhold payments if these counter-claims are undisputed or have been confirmed by a final court judgement.
7. In the case of legitimate notifications of faults, the Customer may only withhold the payment that is reasonably proportionate to the identified material faults.
§ 5 Quality – Warranty – Complaints
1. Wood is a natural product. Its natural qualities, variations and characteristics must therefore be taken into account. The biological, physical and chemical characteristics must be particularly considered when making a purchase, and when processing or using the product. The full spectrum of natural colouration, structure and other variations within a wood variety form part of the characteristics of wood as a natural product, and no grounds for complaints or liability is established on this basis. In addition, no liability is accepted for faults that do not or only marginally affect the fitness for purpose. The Customer should seek professional advice if necessary.
2. The quality of the goods agreed upon shall exclusively be subject to the product description submitted by the manufacturer. Public statements and advertisements shall not constitute a contractual quality standard. The contents of referenced DIN standards or EN norms are not guaranteed characteristics of the product.
3. If the Buyer is an entrepreneur, in order to safeguard their warranty claims, on receiving the delivery they must promptly inspect it for its quantity, contractual quality and guaranteed characteristics. Obvious faults must be reported in writing to the Seller within seven calendar days of receiving the delivery. Subsequent complaints cannot be accepted if the delivery is accepted by the Customer or their authorised representatives. Non-obvious faults and those that only emerge during or following processing or reworking, must be promptly reported following their discovery, but in any case within 10 working days. The entrepreneur bears the burden of proof regarding the time at which the fault was identified. In the case of bilateral mercantile transactions, Section 377 et seqq. of the German Commercial Code (Handelsgesetzbuch, “HGB”) remain unaffected.
4. In the event that the Buyer is an entrepreneur, if faults are found in the goods we will initially fulfil our warranty obligations by choosing to either perform a subsequent improvement or substitute delivery.
5. If the Buyer is a consumer, they must inform the Seller of obvious faults promptly after discovering that the goods are not in a contractually-compliant condition. The Seller is liable for the material defects or defective legal title of delivered goods, in accordance with the applicable regulations, especially Section 434 et seqq. BGB.
6. If the Customer discovers faults in the goods, they have no right of disposal over them, meaning they may not be split, resold or processed, until agreement on the settlement is reached, or evidence has been secured by an officially appointed and sworn expert.
7. If the Buyer is an entrepreneur, the warranty claims are subject to a limitation period of 12 months from the transfer of risk. This does not apply insofar as the law, in accordance with Section 438(1) no. 2 (Buildings and items for buildings), Section 479(1) (Claims in recourse) and Section 634a(1) no. 2 (Construction defects) BGB, prescribes longer limitation periods.
8. If the Buyer is an consumer, the warranty claims are subject to a limitation period of 24 months from the transfer of risk.
9. If, at the time of delivery of the wood pellets, the Customer's complete system (injection nozzles, suction nozzles, storage unit, storage discharge unit, heating plant, tank system) or parts thereof do not fulfil the requirements of the DEPV (German wood fuel and pellet association), the Seller accepts no liability for the quality of the product and its characteristics.
10. The Seller does not make any legal guarantees to the Customer. Manufacturer's warranties remain hereby unaffected.
§ 6 Limitation of liability – Indemnity
1. The Seller accepts no liability for cases of ordinary negligence, unless this concerns an infringement of material contractual obligations. Contractual obligations are considered material if the entrepreneur has relied on the fulfilment of these obligations, and is entitled to do so (known as “cardinal obligations”).
2. If the Seller is liable to pay compensation on the basis of Section 6(1), this liability is limited to damage that the Seller foresaw as a possible consequence of a contractual breach when concluding the agreement, or which it would have foresaw had it applied the customary duty of care. In addition, the indirect damage and consequential damage resulting from faults in the object of the delivery only give rise to an obligation to compensate if such damage may be typically expected when the object of the delivery is used in a contractually-compliant manner.
3. If the Buyer is an entrepreneur, the Seller’s liability to compensate in the event of its gross negligence, is limited to the foreseeable, typically occurring damage or loss when applying the customary degree of care.
4. The preceding disclaimers and limitations on liability likewise apply to the Seller’s executive entities, statutory representatives, employees and vicarious agents.
5. The limitations contained in Section 6 do not apply to the Seller’s liability for its wilful actions, or to guaranteed characteristics, death or personal injury, or to its liability as defined under the Product Liability Act.
§ 7 Retention of title
1. The Seller reserves its ownership title to the goods until it has received all payments under the business relationship with the Customer. The Seller is entitled to repossess the goods if the Customer is in breach of the contract, e.g. payment arrears. The repossession of the goods constitutes the cancellation of the agreement. Once the goods have been repossessed, the Seller will be entitled to realise their value; the proceeds of the realisation will be offset against the Customer’s liabilities, following the deduction of the reasonable costs of the realisation.
2. The Customer must promptly inform the Seller in writing of any attachment procedures or other such third-party arrangements. If the third party is not able to refund the Seller the full judicial and out-of-court costs of a legal action pursuant to Section 771 of the German Code of Civil Procedure (Zivilprozessordnung, “ZPO”), the Buyer will be liable to refund the Seller for the difference.
3. If the Buyer is an entrepreneur, they are entitled to resell the purchased item within the scope of their ordinary business activities. It here and now assigns to the Seller, all payables up to the invoice total (including VAT), to which they are entitled to receive from their buyer or third parties under the resale all claims, irrespective of whether or not the goods have been resold following processing. The entrepreneur remains entitled to collect such payables even after the assignment. This does not affect the power of the Seller to collect the debt personally. The Seller gives an undertaking not to collect the debt provided the entrepreneur fulfils its payment obligations, is not in arrears with making payments, and, in particular, they do no file an application for the commencement of settlement or insolvency proceedings, and do not become bankrupt. If this is the case, the Seller may demand that the Customer discloses its assigned claims and the respective debtors, and that it provides all information required for the collection, that it supplies all the relevant documentation and informs the debtors of the assignment.
4. The processing or transformation of goods is always performed on behalf of the Seller. If the goods are processed with other articles not belonging to the Seller, the Seller will then acquire co-ownership over the new item, proportionate to the value of the goods (invoice total, including VAT) compared to that of the other processed items at the time of processing. Articles created through the processing shall otherwise be subject to the same rules as the other goods under a reservation of title.
5. If the goods are inextricably combined with other articles not belonging to the Seller, the Seller will then acquire co-ownership over the new item, proportionate to the value of the goods (invoice total, including VAT) compared to that of the other combined items at the time of processing. If the combining is performed in such a way that the Customer's article is to be deemed the main article, it is deemed agreed that the Customer will assign the Seller proportionate co-ownership over it. The Customer will safeguard the ensuing sole ownership or co-ownership on the Seller’s behalf.
6. To secure the Seller's claims against the Customer, the Customer also assigns to the Seller those claims that accrue to the Customer against a third party through connecting the goods to a piece of real property.
7. The Seller undertakes, if requested by Customer, to release the Seller’s collateral security to the extent that the realisable value of this collateral security exceeds the secured claims by more than 20%; the Seller is entitled to choose what collateral security will be released.
§ 8 Construction work
The German “Verdingungsordnung für Bauleistungen” (VOB, parts B and C) (Standard Building Contract Terms) in the version prevailing at the time the contract was concluded shall apply to all construction work, provided the order was placed by a contractual partner working in the building sector.
§ 9 Place of fulfilment – Place of jurisdiction – Law
1. If the Buyer is an entrepreneur, all disputes arising from the business relationship will be heard by that court with jurisdiction over the Customer’s main address. However, the Seller is also entitled to pursue legal actions against the Buyer before all lawful legal venues.
2. If the Buyer is a consumer, the statutory provisions apply.
3. The relationships between the contractual parties shall be governed exclusively according to the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
§ 10 Final provisions
1. If one or more of these terms infringes any statutory prohibition, or is legally unenforceable for other reasons, this shall not affect the validity of the remaining terms. The invalid term will be deemed substituted for that term that most closely corresponds to the economic interests and presumed intentions of the contractual parties, having taken the other contractual terms into account. The same shall apply to any omissions. The contractual parties undertake to cooperate wholeheartedly with one another to draft a replacement term.
2. The EU Commission offers an online dispute resolution facility via an online platform operated by it. This platform can be accessed via the external link ec.europa.eu/consumers/odr/. The Seller is not obliged nor is willing to participate in a dispute resolution process before any consumer arbitration board.