General Business Terms of ISST

 

I. Scope

The following terms and conditions of the seller shall apply to all contracts concluded between the buyer and the seller concerning the delivery of goods.

 

II. Offer and conclusion of the contract

1. The offers of the seller are without obligation and non-binding unless the seller has explicitly described these as binding in a written form.
2. The seller reserves the right to make changes to the specifications upon which the order is based insofar as the service and the quality of the object of delivery are not impaired hereby.
3. Details of dimensions, weights, diagrams, drawings as well as other documents which belong to the non-binding offers of the seller shall remain the property of the seller and are only approximately decisive insofar as they have not been explicitly described by it as binding.

 

III. Delivery deadline

1. Delivery dates or deadlines, which have not been explicitly agreed as binding, are exclusively non-binding details.
2. In case the seller culpably cannot adhere to an explicitly agreed deadline or is in default for other reasons, the buyer has to grant it a reasonable final deadline – beginning from the day of receipt of the written notice determining the default by the seller or in the event of the deadline determined by the calendar. After the unsuccessful expiry of this final deadline the buyer is entitled to cancel the contract.
3. The seller shall be liable according to the statutory provisions subject to the following limitations if the contract concerns a firm deal or the buyer is entitled to refer to the discontinuation of its interest in the satisfaction of the contract as a result of the delay in delivery for which the seller is responsible.
4. The seller shall be liable towards the buyer in case of delay in delivery according to the statutory provisions if the delay in delivery is due to a wilful or grossly negligent breach of duty for which the seller is responsible. A fault of its representatives or vicarious agents is to be attributed to the seller. If the delay in delivery is not due to a wilful or grossly negligent breach of contract for which the seller is responsible the liability of the seller is limited to the foreseeable typically occurring damages.
5. If the delay in delivery for which the seller is responsible is due to the culpable breach of an essential contractual duty the seller shall be liable according to the statutory provisions; whereby its liability is limited to the foreseeable typically occurring damages.
6. If the delay in delivery of the seller is due to a culpable breach of a non-essential contractual duty the buyer is entitled to request a flat rate compensation for default in the amount of 3% of the purchase price a maximum of no more than 15% of the purchase price for each completed week of delay.

 

IV. Passing of risk – shipment

The shipment is carried out non-insured at the risk of the buyer. The seller shall however take the wishes and interests of the buyer into consideration with regard to the type of shipment and the shipment route; additional costs caused hereby – also with agreed freight “free delivery” – shall be for the account of the buyer.

 

V. Payments

1. The prices of the seller shall apply “ex warehouse” insofar as no deviating agreement was reached with the buyer. The shipment and packaging costs are not included in the price.
2. If not otherwise agreed with the buyer in writing the purchase price is due and payable without deduction of possible discounts or cash discounts immediately with the receipt of the invoice by the buyer.

 

VI. Warranty

A. With regard to the delivery of newly produced objects

1. The warranty is limited to those defects to the object of delivery which exist when the risk is passed or occur within the warranty period as proven owing to a cause which existed before the passing of the risk under the customary operating conditions and in case of proper use.
2. The warranty is 12 months after delivery or acceptance.
3. The warranty shall in particular not apply to defects which are due to the following causes:

• faulty assembly or putting into operation by the buyer or third parties used by the buyer,
• faulty service or handling,
• unsuitable or improper use,
• excessive use,
• repairs carried out by the buyer or by third parties used by the buyer without authorization,
• normal wear and tear,
• non-compliance with the statutory and official regulations existing for the operation and the handling of the delivered objects as well as the instructions for use and information for use stipulated by the supplier,
• an unsuitable location or foundation soil as well as chemical, electrical-chemical or electrical influences.

B. With regard to the delivery of used objects

1. The principles stated under Section A. relating to warranty shall apply to the sale of used objects with the following conditions:

• If the buyer buys used objects which the seller has previously reworked or overhauled either itself or through third parties then the warranty shall merely cover those defects which are a result of faulty reworking or overhauling of the used object. The warranty in this respect shall however be limited to a right to subsequent improvement. For the event that the subsequent improvement fails the buyer shall however merely have a right to reimbursement of costs for subsequent improvement elsewhere.
• For the event that the buyer has purchased used objects which we have previously had reworked or overhauled at a third party commissioned by us we hereby now already assign all warranty claims, to which we are entitled against the third party owing to faulty overhaul of the used object, to the buyer. The buyer hereby accepts the assignment.

2. Incidentally the warranty for all defects to used objects, in particular used spare parts, is excluded.

VII. Reservation of title

1. The seller reserves the property to the goods until the receipt of all payments from the purchase contract.
2. If the goods of the seller are installed in objects which are not owned by it then it shall acquire the co-ownership to the object in the ratio of the value of the reserved goods delivered by it to the other object at the time of the installation. The same shall apply if the delivered goods of the seller are inseparably connected with an object which belongs to the buyer. If after the connection the object of the buyer is to be seen as a main object then the buyer undertakes to assign the pro rata co-ownership to the seller. In each case the buyer shall keep the sole ownership and/or co-ownership of the seller in safekeeping for it.
3. The buyer has to inform the seller of all accesses of third parties, in particular of enforcement measures as well as other impairments to its ownership immediately in writing. The buyer has to reimburse the seller all damages and costs which are incurred by a breach of this obligation and by necessary intervention measures against accesses of third parties.
4. If the buyer does not satisfy its payment obligation despite a reminder of the seller then the seller can request the hand over of the goods which are still its property without the prior setting of a deadline. The thus incurred transport costs shall be borne by the buyer. The pledge of the reserved object by the seller shall always represent a cancellation of the contract. The seller is authorized to sell the reserved goods after these have been returned to it. The sales proceeds are to be offset against liabilities of the seller – minus reasonable sales costs.

 

VIII. Place of jurisdiction and place of performance

1. The place of performance and exclusive place of jurisdiction for deliveries and payments (including legal actions relating to cheques) as well as all disputes arising between the parties from the contracts concluded between them is the registered seat of the seller insofar as the buyer is a merchant within the meaning of the HGB [German Commercial Code].
2. The relations between the contractual parties are exclusively regulated according to the law applicable in the Federal Republic of Germany. The application of the UN Convention on the International Sale of Goods (CISG) is explicitly excluded.