General Terms and Conditions between ISOTOOLS e.K. as supplier and customer

Preliminary remark

Individually agreed provisions within the contractual relationship shall take precedence over the “General Terms and Conditions”.
Should individual provisions be invalid, the remaining provisions shall remain valid.
The Buyer’s general terms and conditions shall only be validly agreed if they have been brought to the Supplier’s attention in good time
and insofar as they do not conflict with the individual contractual provisions or the following provisions.

I. Offers and order confirmation

1) Unless expressly agreed otherwise, offers are non-binding. The customer is bound to a placed order for four weeks. An order shall only be deemed accepted if it is confirmed in writing by the supplier or if the supplier has commenced delivery during this period.
2) The conclusion of the contract is subject to correct and timely delivery by the supplier’s own suppliers.

II Orders

1) All orders placed with the Supplier by the Buyer directly or via sales representatives shall be subject to acceptance by written order confirmation, unless they are express deliveries with direct invoicing.
2) Deviations of the ordered or delivered articles from the order, in particular with regard to material and design, are expressly reserved within the scope of technical progress.

III Delivery time

If a delivery time is agreed or required, the following shall apply:

1) The delivery dates stated by the supplier are non-binding unless they are expressly confirmed in writing by the supplier as a “binding delivery date”.
2) Delivery by the supplier is subject to the reservation of self-supply. The Supplier shall notify the Buyer within a reasonable period of time if the Supplier is not supplied by its own suppliers.
3) If there is no self-delivery, the purchase contract shall be deemed not to have been concluded. There is no procurement risk assumed by the supplier.
4) The prerequisite for compliance with the delivery time is the timely fulfillment of the contractual obligations assumed by the buyer, in particular the performance of the agreed payments and, if applicable, the provision of agreed securities.
5) Furthermore, in the event of a delay for which the Supplier is responsible, the Buyer shall only be entitled to assert further rights if a grace period of at least three weeks set by the Buyer after the occurrence of the delay has elapsed without result.
6) In the event of force majeure, e.g. mobilization, war, riot, natural disasters, transport failure, etc., the Supplier shall be entitled to postpone performance for the duration of the hindrance plus a subsequent reasonable start-up period or, if performance is or becomes actually or economically impossible, to withdraw from the contract. In all these cases, however, the customer is not entitled to withdraw from the contract if he is responsible for the obstacles.

IV. Shipping

1) If shipment of the ordered goods is necessary, this shall be carried out from the supplier’s registered office at the expense and risk of the purchaser. In the absence of special agreements, the supplier shall be free to choose the carrier and the means of transportation. The danger
shall pass to the Buyer upon dispatch from the Supplier’s registered office even if carriage paid delivery has been agreed.
2) If dispatch is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer at the time of readiness for dispatch. Any costs incurred as a result of the delay (in particular storage charges) shall be borne by the buyer.
3) Partial deliveries are permissible unless they are unreasonable for the contracting parties in individual cases.
4) The supplier is not obliged to insure the shipment against transport damage or to have it insured, unless a corresponding obligation has been assumed by the supplier in writing.

V. Liability for defects

1) The Buyer is obliged to inspect the delivered goods immediately after delivery and to notify the Supplier in writing of any defects without delay (at the latest by the working day following the day after next). Defects that are reported late, i.e. contrary to
The supplier shall not take into account any complaints that are not in compliance with the above obligation and are excluded from the warranty. Notices of defects shall only be recognized as such by the supplier if they have been communicated in writing. Complaints made to sales representatives or transporters or other third parties do not constitute complaints in due form and time.
2) In the event of a defect, the goods may only be returned to the supplier with the supplier’s prior consent. Returns made without the supplier’s prior consent need not be accepted by the supplier. In this case, the buyer bears the costs of the return shipment.
3) In the event that a rectification or replacement service is provided on the basis of a justified notice of defects, the provisions on the delivery period shall apply accordingly.
4) The existence of a defect identified as such and notified by an effective notice of defect shall give rise to the following rights of the Buyer:
a) In the event of a defect, the Buyer shall initially have the right to demand subsequent performance from the Supplier. The right to choose whether a new delivery of the item or a rectification of defects takes place shall be at the discretion of the supplier.
b) In addition, the supplier has the right, in the event of failure of an attempt at subsequent performance, to carry out a new subsequent performance, again at his own discretion.
5) The buyer can only demand compensation for damages or reimbursement of futile expenses in cases of gross negligence or willful violation for the delivery of defect-free goods. He must provide evidence of the reason and amount of the damage incurred.
The same applies to wasted expenditure.
6) The warranty period for new and used goods is one year from delivery. In any case, the buyer must prove that the defect already existed at the time of delivery.

VI Liability and breach of duty by the supplier in other respects

Notwithstanding the provisions on warranty and other special provisions made in these provisions, the following shall apply in the event of a breach of duty by the Supplier:

1) The Buyer shall grant the Supplier a reasonable period of time to remedy the breach of duty.
period for subsequent performance, which may not be less than three weeks. The buyer may only withdraw from the contract and/or demand compensation after the unsuccessful expiry of the subsequent performance period.
2) The buyer can only claim damages in cases of grossly negligent or intentional breach of duty.
by the supplier. Damages in lieu of performance (in the event of non-performance, Section 280 III in conjunction with Section 281 BGB) and damages for delay (Section 280 II in conjunction with Section 286 BGB) are limited to the negative interest; damages for non-performance or performance not rendered as owed (Section 282 BGB) are limited to the amount of the purchase price. Compensation in lieu of performance in the event of exclusion of the obligation to perform (impossibility) is excluded.
3) If the buyer is solely or predominantly responsible for circumstances that would entitle him to withdraw from the contract, or if the circumstance entitling him to withdraw from the contract occurred during the buyer’s default of acceptance, withdrawal from the contract is excluded.

VII Exclusion of procurement risk and guarantees

The Supplier shall not assume any procurement risk or any guarantees of any kind, unless an express written agreement has been concluded with the Buyer.

VIII Prices

Prices shall be calculated in euros ex supplier’s registered office plus the applicable value added tax. In general, the supplier reserves the right to adjust confirmed prices to the price applicable on the delivery date.

IX. EC import turnover tax

1) If the customer is based outside Germany, he is obliged to comply with the European Union’s import sales tax regulations. This includes in particular the disclosure of the VAT identification number to the supplier without a separate request. Upon request, the customer is obliged to provide the necessary information regarding its status as an entrepreneur, regarding the use and transportation of the delivered goods and regarding the statistical reporting obligation.
2) The customer is obliged to reimburse the supplier for any expenses – in particular a processing fee – incurred by the supplier as a result of inadequate or incorrect information provided by the customer regarding import VAT.
3) Any liability on the part of the supplier arising from the consequences of the customer’s information on import VAT or the relevant data in this respect is excluded, unless there is intent or gross negligence on the part of the supplier.

X. Terms of payment and delivery

1) The terms of delivery and payment communicated by the supplier on the offer, the delivery bill, the order confirmation and/or the invoice shall apply exclusively. Payments shall be deemed to have been made at the place where the supplier can dispose of the amount. Checks are accepted on account of payment and are not considered payment until they have been cashed. Any costs incurred shall be borne by the customer. Payments may only be made in the agreed currency.
2) If the term of payment is exceeded and after a reminder has been issued, default interest of 8% above the respective base interest rate of the Deutsche Bundesbank shall be payable on the invoice amount.
3) Withholding payment or offsetting due to any existing counterclaims of the buyer is excluded with the exception of undisputed or legally established claims.
4) All claims of the Supplier against the Customer, regardless of the legal relationship, shall be due for payment immediately if a situation arises which entitles the Supplier to withdraw from the contract in accordance with statutory provisions or contractual provisions.

XI. Retention of title

1) All goods delivered by the Supplier shall remain its property until the purchase price has been paid in full and until all claims resulting from the business relationship have been settled in full (extended retention of title). Any disposal of the goods subject to retention of title by the buyer is only permitted in the buyer’s regular course of business. Under no circumstances, however, may the goods be transferred to third parties as security in the course of regular business transactions.
2) If the goods are sold in regular business transactions, the purchase price paid shall replace the goods. The purchaser hereby assigns to the supplier all claims arising from any sale. The purchaser is authorized to collect these claims as long as he meets his payment obligations to the supplier. In view of the extended reservation of title (advance assignment of the respective purchase price claim), assignment to third parties, in particular to a bank, is contrary to the contract and therefore not permitted. The Supplier shall be entitled at any time to examine the Buyer’s sales documents and to inform its customers of the assignment.
3) If the purchaser’s claim from the resale has been included in a current account, the purchaser hereby also assigns to the supplier his claim from the current account against his customer. The assignment is made in the amount that the supplier had charged the purchaser for the resold goods subject to retention of title.
4) In the event of seizure of the goods from the purchaser, the supplier must be informed immediately by sending a copy of the enforcement protocol and an affidavit that the seized goods are the goods delivered by the supplier and subject to retention of title.
5) If the value of the securities in accordance with the preceding paragraphs of this clause exceeds the amount of the outstanding claims secured thereby by more than 20% for the foreseeable future, the Buyer shall be entitled to demand the release of securities from the Supplier to the extent that the amount is exceeded.
6) The assertion of the Supplier’s rights arising from the retention of title shall not release the Buyer from its contractual obligations. The value of the goods at the time of return shall only be offset against the supplier’s existing claim against the buyer.
7) Items delivered for test and demonstration purposes shall remain the property of the Supplier. They may only be used by the customer beyond the test or demonstration purpose on the basis of a separate agreement with the supplier.

XII Right of withdrawal of the supplier

The supplier is entitled to withdraw from the contract for the following reasons:
1) If it turns out that the buyer has made incorrect statements with regard to his creditworthiness and these statements are of considerable importance.
2) If the goods subject to the supplier’s retention of title are sold other than in the buyer’s regular course of business, in particular by transfer by way of security or pledging. Exceptions to this only exist if the supplier has given his consent.
with the sale in writing.

XIII Place of performance and jurisdiction

1) If the Buyer is an entrepreneur or a legal entity under public law or a special fund under public law, the Supplier’s registered office 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 shall be deemed to be performed at the Supplier’s registered office.
2) The law of the Federal Republic of Germany shall apply in all cases, in particular also in the case of cross-border deliveries.