Natural Timber Hub Fzco’s General Terms and Conditions
By Placing an order, the Customer accepts the below terms
1. Scope and Priority
1.1 These general terms and conditions of sale (“Sales Terms”) apply to all offers, orders, confirmations and contracts between Natural Timber Hub Fzco (“NTH”) and any customer (“Customer”) for timber and timber-related products and services (“Goods”).
1.2 Deviations from these Sales Terms are only valid if agreed in a separate written document countersigned by NTH.
1.3 Customer’s own terms apply only if expressly accepted by NTH in such a countersigned document.
1.4 Any Incoterms used refer to the latest ICC edition in force at the date of the contract.
2. Formation and Changes
2.1 A binding contract arises only upon NTH’s written order confirmation (including e-mail or valid digital signature).
2.2 Amendments or cancellations require mutual written confirmation by both parties.
2.3 NTH may amend details in an offer by written notice prior to contract formation; such amendments override earlier information.
3. Prices and Adjustments
3.1 Prices are exclusive of VAT and other taxes or public charges unless expressly stated otherwise.
3.2 Prices may be adjusted if, before delivery, taxes, duties or other statutory charges affecting the Goods change.
3.3 NTH shall notify the Customer of any increase; if the increase exceeds 10%, the Customer may withdraw from the affected order within a reasonable time after notification.
4. Payment and Default
4.1 The Customer shall pay in accordance with the payment terms stated in the contract, order confirmation or invoice.
4.2 In case of late payment, NTH may charge commercial default interest at 3 percentage points above the applicable commercial rate and recover reasonable collection costs.
4.3 The Customer may not withhold, suspend or set off payments, except where required by mandatory law or expressly agreed in writing by NTH.
5. Delivery and Risk
5.1 Delivery is made under the agreed Incoterm; risk passes from NTH to the Customer at the point defined by that Incoterm.
5.2 Delivery dates are indicative and not binding unless expressly agreed as fixed in writing.
5.3 NTH is not liable for delay caused by force majeure, carrier performance, port or customs procedures or other circumstances beyond its reasonable control.
6. Conformity, Inspection and Claims
6.1 Goods shall conform to the contract, relevant industry standards and mandatory export regulations.
6.2 The Customer shall inspect the Goods promptly on receipt.
6.3 Any claims regarding quantity, measurement, quality, condition or species must be notified in writing, with evidence, within the agreed claim period or, failing that, within 14 days of delivery.
6.4 If no timely notice is given, the Goods are deemed accepted and in conformity.
6.5 Returns are only allowed with NTH’s prior written approval; filing a claim does not suspend payment obligations.
7. Retention of Title
7.1 Title to the Goods remains with NTH until NTH has received full payment of all amounts due for those Goods, including interest and costs.
7.2 In case of non-payment or comparable default, NTH may, where permitted by law, repossess Goods that remain under NTH’s title from the Customer’s or third-party premises.
8. Force Majeure
8.1 Neither party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, including war, natural disaster, pandemic, strike, government action, embargo or major transport disruption.
8.2 The affected party shall notify the other without unreasonable delay and seek to mitigate the impact.
9. Liability and Indemnity
9.1 NTH’s liability is limited to direct and documented losses and shall not exceed the net invoice value of the Goods giving rise to the claim.
9.2 NTH is not liable for indirect or consequential losses, including loss of profit, loss of business or production, or punitive damages.
9.3 The Customer shall indemnify NTH against third-party claims arising from the Customer’s handling, processing, storage, use or onward sale of the Goods, except where such claims result from NTH’s own breach or from defects for which NTH is liable under mandatory law.
10. Compliance and Sustainability
10.1 Each party shall comply with applicable laws and regulations, including anti-corruption, data protection, sanctions, export controls and competition rules.
10.2 Where applicable, the parties commit to legal and sustainable sourcing, including compliance with EUTR, EUDR and equivalent legislation in relevant jurisdictions.
11. Disputes and Governing Law
11.1 The parties shall first attempt to resolve disputes amicably through good-faith negotiations.
11.2 If no solution is reached, disputes shall be finally settled by arbitration under the rules of the ICC or another specified arbitral institution, with the seat normally in Dubai and the language in English, unless otherwise agreed in writing.
11.3 Unless the parties expressly agree otherwise, these Sales Terms and any contract between NTH and the Customer are governed by Danish law, excluding its conflict-of-laws rules.
12. Notices
12.1 All notices under the contract must be in writing and sent to the addresses or e-mail contacts specified in the contract or later notified in writing.
12.2 E-mail notices are valid if not returned as undeliverable; the recipient shall confirm receipt upon reasonable request.
13. Final Provisions
13.1 Any modification or waiver of these Sales Terms is only valid if made in writing and signed by duly authorised representatives of both parties.
13.2 If any provision is invalid or unenforceable, the remaining provisions remain in force and the invalid provision shall be replaced by a valid one closest to the original intention.
13.3 These Sales Terms, together with NTH’s order confirmation and any referenced annexes, constitute the entire agreement and supersede prior understandings regarding the sale of the Goods.