General conditions of sale and supply
isle Steuerungstechnik und Leistungselektronik GmbH, Ilmenau
(Germany)
Extent of validity
Orders are fulfilled in accordance with the conditions mentioned
below. Any conditions applied by the customer will have
no validity unless acknowledged by the supplier in writing.
1. Subject matter of contract
1.1 Quotations are always subject to alteration. Samples and
illustrations are only approximate guides.
1.2 The quantity supplied is defined in the supplier’s
written confirmation of the order. If no confirmation of
order has been issued, the delivery note serves as the confirmation
of order.
1.3. There may be deviations because of manufacturing conditions
or technological advances where these are customary in the
industry. Partial deliveries are permitted unless there
would be a disproportionate inconvenience to the customer.
1.4 All rights of ownership and the rights to the use of
copyright in respect of price quotations, drawings and other
documents are reserved by the supplier without limitation;
third parties may only be given access to any of these items
with the prior consent of the supplier. Drawings, samples
and documents belonging to quotations in respect of which
an order does not materialise for the supplier must be returned
on demand without delay.
1.5. Verbal post-contract suggestions and alterations will
only have effect if confirmed in writing by the supplier.
2. Prices
2.1 Prices are in EURO (€), excluding any VAT legally
due. They are ex-works and do not include packaging, freight,
insurance or any other incidental costs.
2.2. Any designs, models, drawings, samples or other preparatory
works which are commissioned by the customer will be charged
for even if no order materialises.
3. Conditions of payment
3.1. Payment is to be made, without deductions from the
net sum, within 30 days of the date of invoice.
3.2 Bills of exchange will only be accepted by special
agreement and in association with the fulfilment of discount
deadlines. All associated costs are for the customer’s
account.
3.3 The customer may only deduct these debits if they are
mutually agreed or have been established in law.
3.4. In case of arrears, interest will be charged at customary
bank interest rates for credit, but at least 5% as laid
down in paragraph 352 of the HGB (German code of commercial
law). This clause does not affect the supplier’s possible
claims for damages. Any discounts or other price advantages
will be lost.
3.5 If the conditions for payment are not adhered to,
or if there is reasonable doubt as to the customer’s
creditworthiness, the supplier may demand payment in advance
and other payments in respect of any unpaid invoices (including
those not yet due) or may retain goods not yet supplied,
or may confiscate (at the customer’s cost) supplies
not yet paid for, and may withdraw from the contract without
giving notice
4. Delivery dates and deadlines
4.1. The time for delivery or the deadline will only be
binding if it has been expressly confirmed by the supplier
in writing. Fulfilment of the deadlines presupposes that
the customer has fulfilled his contractual obligations,
or made any prepayments agreed or carried out any other
duties of preparation and co-operation. A further precondition
for the keeping of deadlines is that the supplier’s
subsidiary suppliers should have performed their role correctly
and in due time, given that the supplier has selected them
with the care customary in commercial transactions.
4.2. If the supplier is in arrears and has failed to take
advantage of an extended deadline set by the customer, the
latter has the right to withdraw from the contract. Claims
for damages in respect of non-fulfilment will be null and
void unless the delay is intentional or due to gross negligence
on the part of the supplier.
4.3. The deadline will be extended as appropriate if unforeseen
difficulties arise for the supplier, such as official intervention,
delays in the supply of power or other resources, strikes
or lockouts.
4.4. The deadline for calling in the total order in ‘on
call’ cases will be one year from the date of the
supplier’s confirmation of the order. The relevant
proposed call must be made at least 4 production weeks in
advance. If no call is made before the overall deadline
is reached, the supplier may, after giving notice, choose
between fulfilling the order or withdrawing from the contract.
Potential claims for damages will remain unaffected.
5. Despatch, transfer of risk
5.1 Delivery will be made to the customer’s address
at the customer’s cost and risk. If other places are
agreed for physical delivery, the risk associated with possibly
impassable roads will be borne by the customer. Unless otherwise
agreed, the supplier will select the packaging and the route
and the type of transport. The customer will bear the costs
of packaging.
5.2. Risk is transferred to the customer at the point
where the goods are handed over to the transport company.
The same is true of ex-works supply or collection by customer.
Insurance will be taken out against damage of any type if
required by the customer, and will be charged to the customer.
5.3. Acceptance must be made initially of any objects
supplied even if they are defective, without this affecting
any possible claims under warrantee.
6. Reservation as to ownership
6.1 The goods delivered will remain the property of the
supplier until all demands for payment arising out of the
commercial relationship between the supplier and the customer
have been fully met. The customer has the right to sell
on in the normal course of business the goods subject to
reservation. If the goods are sold on a credit basis by
the customer, the latter must secure the supplier’s
rights. The customer may not pawn or offer as security the
goods under reservation unless with the express agreement
of the supplier.
6.2. The suppler reserves all rights of ownership and
copyright over price quotations, drawings and similar documents.
They may not be made available to third parties.
7. Warrantee
7.1. Where a claim is valid under warrantee, the supplier
may choose between replacing or repairing the goods. Any
items replaced will return to the possession of the supplier.
If the supplier has failed to take advantage of an appropriate
extended deadline set by the customer for the remedy of
the defect, or the replacement or repair proves ineffective,
the customer may demand an alteration of the contract or
reduction in price.
7.2. Any obvious faults must be notified to the supplier
within 10 days of receipt of the goods by the customer.
Faults not immediately apparent must be notified in writing
as soon as discovered but no later than the last day of
the warrantee period. In all other cases the delivery will
be regarded as properly completed. The duty of investigating
more thoroughly and notifying faults as per §§
377/378 HGB (German code of commercial law) will remain
unaffected.
7.3. Goods may only be returned by prior mutual arrangement.
The customer will be liable for any damage occurring during
the return unless all care proper to safe transport has
been taken.
7.4. No liability is accepted for faults which have been
caused by ignoring the supplier’s instructions, recognised
rules of engineering or the manufacturer’s instructions
regarding installation, commissioning or usage. Neither
is liability accepted for faults which result from the use
of inappropriate production facilities or chemical, electro-chemical
or electrical influences or from natural wear and tear.
No claims under warrantee will be accepted if any modifications
or repairs are carried out by the customer or a third party
without prior consent of the supplier, or if the fault has
resulted from the use of or parts/materials bought in by
the customer.
7.5. All further claims made by the customer against the
supplier and his official representatives are excluded,
in particular claims for compensation in respect of damage
not arising in or on the object supplied and of consequential
damage. This will not apply where malice, gross negligence
or the absence of promised features makes liability unavoidable.
7.6. The above conditions apply in like manner to faults
resulting from advice given, or from other contractual responsibilities
incidental to supply, in particular manuals for the operation
and maintenance of the object supplied.
8. Further claims for damages
Claims for damages on account of impossibility of supply
through the fault of the supplier or on account of active
breach of the specifications, or on account of breaches
of obligations arising during the negotiations for the contract,
or on account of improper dealings, are all excluded unless
they result from malice or gross negligence on the part
of the supplier or his official representative or his assistants.
This condition applies both to direct and to indirect (consequential)
damage. The supplier is not obliged to replace samples or
patterns if these are lost, damaged or broken.
9. Third-party copyright
The customer has a responsibility not to cause the supplier
to breach copyright or patents of third persons by the use
of any goods or specifications provided by the former. The
customer expressly accepts the obligation to free the supplier
of all third party claims in respect of breach of patent
or copyright, and to compensate the supplier for any damage
arising herefrom.
In such a case, the supplier furthermore reserves the right
to choose between
a) cancelling the contract
b) replacing those parts which are prohibited on account
of third-party copyright or patent with other parts
c) demanding that the patent owner receives a settlement
form the customer in respect of any licence fee charged
by the former.
10. Place of fulfilment and jurisdiction
10.1 The place of fulfilment for all supplies and payments
is the supplier’s registered office. The place of
jurisdiction in respect of all disputes between Vollkaufleute
(registered business persons) arising out of the contractual
relationship is the court local to the supplier with responsibility
for the type of matter in hand. The supplier may also take
the customer to court in the place of the latter’s
main registered office.
10.2 Federal German law applies, with the exception of
the provisions of the CISG, the United Nations Vienna Convention
on Contracts for the International Sale of Goods.
11. Binding aspects of the contract
Even if individual conditions or points of agreement become
ineffective in law, the contract between the supplier and
the customer remains binding in its remaining sections.
October 2003
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