isle gmbh isle verlag

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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