Terms and conditions
General terms of delivery and payment of ISETRON GmbH.
The terms and conditions set out below apply exclusively to direct transactions concluded with ISETRON in Sande, Germany. For purchase contracts with international distribution partners, the terms and conditions of the respective partner are decisive.
All offers and sales are made on the basis of the following conditions: ISETRON is hereinafter referred to as the “Supplier”; the customer is hereinafter referred to as the “Buyer”.
Preliminary remarks
Provisions agreed individually within the contractual relationship take precedence over these “Terms of delivery and payment”. Should individual provisions be invalid, the remaining provisions remain in force. Our specifications regarding the subject of delivery and performance (e.g. drawings, illustrations, weights, dimensions, utility values) are to be regarded as approximate. They are not assured properties, but descriptions or characterisations of the goods. Conditions of the customer that we do not expressly recognise are not binding on us, even if we do not object to them in individual cases. Differing collateral agreements require written confirmation.
Orders and order acceptance
(1) All orders placed with the Supplier by the Buyer, whether directly or through field representatives, require acceptance by means of a written order confirmation. (2) Deviations of the items ordered or delivered from the order, in particular with regard to material and execution, remain expressly reserved within the scope of technical progress.
Delivery time and scope of delivery
(1) Where a delivery time has been agreed, the following applies: The delivery dates stated by the Supplier are non-binding unless they have been expressly confirmed in writing by the Supplier as a “binding delivery date”. They refer to the time of dispatch and are met upon notification of readiness for shipment. (2) Delivery periods only begin once agreement has been reached on all details of the order, including the technical execution of the item to be delivered. If the Buyer requests a change after the order confirmation, and we accept this request, the delivery period only begins with the confirmation of the last change. (3) Delivery periods are extended, without prejudice to our rights arising from the Buyer’s default, by the period during which the Buyer fails to meet its obligations to us under this contract or other contracts (e.g. securities or payments). The same applies to delivery dates. (4) In addition, in case of a delay for which the Supplier is responsible, the Buyer is only entitled to assert further rights once a grace period of at least three weeks set by the Buyer after the delay has occurred has expired without result.
Shipping
(1) The goods are dispatched from the Supplier’s premises at the Buyer’s expense and risk. In the absence of special agreements, the Supplier is free to choose the carrier and the type of transport. The risk passes to the Buyer upon dispatch from the Supplier’s premises even if carriage-paid delivery has been agreed. (2) If dispatch is delayed for reasons for which the Buyer is responsible, the risk passes to the Buyer at the time of notification of readiness for shipment. The costs arising from the delay (in particular storage charges) shall be borne by the Buyer.
Liability for defects
(1) The Buyer is obliged to inspect the goods delivered immediately upon delivery and to notify the Supplier in writing of any defects without delay (at the latest by the working day following the day after delivery). Defects notified late, contrary to the foregoing obligation, will not be taken into account by the Supplier and are excluded from the warranty. Notices of defects will only be recognised as such by the Supplier if they are communicated in writing. Notices made to field representatives, carriers or other third parties do not constitute notices in proper form and within proper time. (2) The return of goods to the Supplier required in the event of a defect may only be made with the Supplier’s prior consent. Returns made without the Supplier’s prior consent need not be accepted by it. In that case, the Buyer bears the costs of the return. (3) In the event that, on the basis of a justified notice of defect, rectification or replacement delivery is carried out, the provisions on delivery time apply accordingly. (4) The existence of a defect that has been established as such and notified by an effective notice of defect gives rise to the following rights of the Buyer: (a) In the case of a defect, the Buyer first has the right to demand subsequent performance from the Supplier. The Supplier has the choice, at its own discretion, of whether to replace the item or remedy the defect. (b) In addition, the Supplier has the right, in the event of failure of an attempt at subsequent performance, to undertake further subsequent performance, again at its own choice. Only if the repeated subsequent performance also fails is the Buyer entitled to withdraw from the contract or to reduce the purchase price. (5) The Buyer may claim damages or compensation for wasted expenditure exclusively in cases of grossly negligent or intentional breach of the duty to deliver goods free of defects. The Buyer must prove the damage suffered both as to its basis and as to its amount. The same applies to wasted expenditure. (6) The warranty period for the goods that are the subject of the contract is 12 months from delivery. The Buyer must in any event prove that the defect already existed at the time of delivery.
Other liability for breach of duty by the Supplier
Without prejudice to the provisions on warranty and other special arrangements made in these provisions, the following applies in cases of breach of duty by the Supplier: (1) The Buyer must grant the Supplier a reasonable period for subsequent performance to remedy the breach of duty, which may not be less than three weeks and is to be agreed between Supplier and Buyer. Only after the period for subsequent performance has expired without success may the Buyer withdraw from the contract or claim damages. (2) The Buyer may only claim damages in cases of grossly negligent or intentional breach of duty by the Supplier. Damages in lieu of performance (in case of non-performance, § 280(3) in conjunction with § 281 BGB) and damages for delay (§ 280(2) in conjunction with § 286 BGB) are limited to the negative interest; damages for performance not rendered, or not rendered as owed (§ 282 BGB), are limited to the amount of the purchase price. Damages in lieu of performance where the obligation to perform is excluded (impossibility) are excluded. (3) If the Buyer is solely or predominantly responsible for circumstances that would entitle it to withdraw, or if the circumstance giving rise to the right of withdrawal occurred during the Buyer’s default of acceptance, withdrawal is excluded.
Product specifications, exclusion of procurement risk and guarantees
The Supplier assumes no procurement risk whatsoever and no guarantees of any kind, unless an express written agreement to that effect has been concluded with the Buyer. (1) The Supplier is liable for the suitability of the goods for specific intended uses only if such properties have been expressly assured. As a matter of principle, only the product description in the order confirmation, the system descriptions or the Supplier’s product information shall be deemed agreed as the properties of the goods. Public statements or advertising do not constitute contractually agreed properties of the goods.
Prices
Prices are calculated from the Supplier’s premises in EURO, plus the applicable VAT. Prices apply to the scope of services and delivery set out in our order confirmations. Additional or special services will be charged separately. The calculation of any material surcharge is shown separately at the daily rate.
Terms of payment
(1) All invoices are due net cash within 30 days of the Supplier’s invoice date (with the exception of invoices for tooling). (2) If the payment deadline is exceeded, after a reminder has been issued, default interest of 8 % above the base rate on the invoice amount shall be payable. (3) If cheques or bills of exchange are not credited on time by the drawee, all other claims of the Supplier against the Buyer become due for payment at that point in time. Other existing payment terms lapse. The same applies if a claim is not paid when due. (4) Withholding of payment or set-off on account of any counterclaims of the Buyer is excluded, except for undisputed or legally established claims. (5) All claims of the Supplier against the Buyer, regardless of the legal relationship from which they arise, become immediately due for payment if a situation arises that, under statutory or contractual provisions, entitles the Supplier to withdraw.
Retention of title
(1) Goods delivered by the Supplier remain its property until full payment of the purchase price and until the complete settlement of all claims arising from the business relationship (extended retention of title). Any disposition of the goods subject to retention of title by the Buyer is permitted only in the Buyer’s regular course of business. Under no circumstances, however, may the goods be transferred as security to third parties within the regular course of business. (2) In the case of sale of the goods in the regular course of business, the purchase price paid takes the place of the goods. The Buyer hereby assigns to the Supplier all claims arising from any onward sale. The Buyer is authorised to collect these claims as long as it meets its payment obligations to the Supplier. In view of the extended retention of title (advance assignment of the respective purchase-price claim), assignment to third parties, in particular to a credit institution, is contrary to contract and therefore impermissible. The Supplier is entitled at any time to inspect the Buyer’s sales documents and to inform its customer of the assignment. (3) If the Buyer’s claim from onward sale has been entered into a current account, the Buyer hereby also assigns its claim from the current account against its customer to the Supplier. The assignment is made in the amount that the Supplier had charged the Buyer for the onward-sold goods subject to retention of title. (4) In the event of attachment of the goods at the Buyer’s premises, the Supplier shall be notified immediately, with a copy of the enforcement record and an affidavit confirming that the attached goods are those delivered by the Supplier under retention of title. (5) If the value of the securities under the preceding paragraphs of this clause exceeds the amount of the secured claims still outstanding by more than 20 % for the foreseeable future, the Buyer is entitled to demand that the Supplier release securities to the extent of the excess. (6) The assertion of the Supplier’s rights under retention of title does not release the Buyer from its contractual obligations. The value of the goods at the time of return shall merely be credited against the Supplier’s existing claim against the Buyer. (7) The processing or transformation of the goods subject to retention of title is carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The processed or transformed goods are goods subject to retention of title within the meaning of this agreement. In the case of processing or transformation with other items not owned by us by the customer, we are entitled to co-ownership of the new item, in proportion of the invoice value of the goods subject to retention of title to the sum of the invoice values of the other items used and the value of the processing or transformation. The customer holds the new item free of charge for us. If the goods subject to retention of title are mixed or combined with other items, and our ownership of the goods subject to retention of title thereby ceases (§§ 947, 948 BGB), the customer’s ownership or co-ownership rights in the mixed stock or in the unitary item pass to us in proportion of the invoice value of our goods subject to retention of title to the sum of the invoice values of the other items mixed or combined. The customer holds them free of charge for us.
Severability clause
Should individual provisions of the contract, including these terms, be wholly or partly invalid, or should the contract contain a gap, the validity of the remaining provisions or parts of such provisions remains unaffected. In place of the invalid or missing provisions, the respective statutory provisions shall apply.
Supplier’s right of withdrawal
The Supplier is entitled to withdraw from the contract for the following reasons: (a) If, contrary to the assumption existing before the conclusion of the contract, it transpires that the Buyer is not creditworthy. Lack of creditworthiness can readily be assumed in cases of bill or cheque protest, suspension of payments by the Buyer, or unsuccessful enforcement attempts at the Buyer. It is not necessary that this concerns relations between Supplier and Buyer. (b) If it transpires that the Buyer has made incorrect statements regarding its creditworthiness, and these statements are of considerable significance. (c) If goods subject to the Supplier’s retention of title are disposed of other than in the Buyer’s regular course of business, in particular by way of security transfer or pledge. Exceptions exist only insofar as the Supplier has consented in writing to the disposition.
Place of performance and jurisdiction
(1) Insofar as the Buyer is an entrepreneur, a legal person under public law, or a special fund under public law, the Supplier’s place of business shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. All obligations arising from the contractual relationship are deemed to be performed at the Supplier’s place of business. (2) In that case, in particular also for cross-border deliveries, German law applies.
Note: these terms and conditions are carried over from the previous version. An update will follow as part of the legal review. The German version is the authoritative text; this English rendering is provided for convenience.