1. General Provisions
For the orders of the client (Isovolta) these terms of purchase are to be applied exclusively. The confirmation of execution of the order is regarded as recognition of these terms of purchase. Deviating or supplementary conditions of the supplier are non-binding for the client, even if he does not express any objections. This also applies to the case should the supplier claim to only wish to deliver on his terms. Other conditions and deviations from these terms shall be become effective with the correct, written consent of the client signed on behalf of the company. The validity of other terms cannot be derived from the receipt of the goods.
2. Order and Confirmation of Order
Orders are to be made in writing, by fax or email to the last registered delivery address. The confirmation of our order should follow within 10 calendar days at the latest with reference to our order number and position. Moderations to the confirmation of order to our order will only become valid with our written countersignature of the contract.
3. Fulfillment of Contract
The supplier guarantees the contractual fulfillment of the obligations he has and shall compensate the client, should the delivery for whatever reason, not happen as stated in the contract. If a contractual penalty is agreed upon in the event of late delivery, the right of the client to withdraw from the contract and/or assert further claims remains unaffected. The client may demand a contractual penalty until the last payment, even if he has accepted the goods or services with no preconditions. If the agreed delivery date is exceeded, the client has the right to withdraw. Nevertheless, the supplier, once realizing that a punctual delivery is not possible or only partly possible, should send us reasons for the delay and expected duration of the delay in writing.
4. Shipping Regulations and Notices
The plant or business shipping regulations and delivery times are to be strictly adhered to. The client is to be sent a copy of the despatch note immediately after shipping. The receipt of goods takes place only when the shipping documents show (see order) the order number, goods description, part or complete delivery, item number, quantity and weight (gross and net) and the packing slip is attached. Similarly, the type and packaging of the goods or item is to be indicated. If the required shipping documents are not provided on time or any of the above-mentioned information is missing in the shipping documents, then the goods are stored at the cost and risk of the supplier until the arrival of shipping documents or information is completed. All goods are to be sent to the shipping address, including the unloading point and consignor of the client. Packing must be carried out according to the item specifications of the client and, in the case of domestic suppliers, must be licensed according to packaging regulations. The cost for the disposal of the packaging is the responsibility of the supplier.
5. International Traffic and Customs Clearance
For shipments from third countries, all necessary documents are to be included, in particular the invoice in three copies, the customs papers, a movement certificate or a certificate of origin and transport documents. All such documents should be submitted to the client on time, so that they are available before receipt of goods, especially in good time for customs clearance.
6. Risk
The risk of accidental loss or accidental damage is borne by the supplier up to acceptance.
7. Receipt and Acceptance of Goods
The acceptance takes place – within usual execution of business -immediately upon receipt or installation, as long as the delivery is in accordance with the contract. In the case of excess deliveries that exceed the standard level of trade, the client reserves the right to return the delivered goods at the expense of the supplier. The supplier waives the right of objection of the late complaint of identified defects.
Any investigations of the client are limited to the immediate inspection of goods to see if they correspond to the ordered quantity and ordered type, and whether there is any externally visible transport damage or visibly recognisable defects.
8. Force Majeure
The parties shall be exempt from liability for partial of complete fulfillment of contractual obligations, provided that these could not be met due to reasons of force majeure. Under circumstances of force majeure, such events are understood as being those that arise or have arisen after signing the contract and were neither foreseeable nor seen as being inevitable by the contractual partners such as war, natural disasters, general strikes and the like. Not all cases of force majeure are however observed: delivery delay on the part of the sub-suppliers, breakdown of machinery, shortages of raw materials, lockouts, strikes in the works of the contractor and defectiveness. The supplier is obliged, in the event of force majeure, to inform the client immediately and to confirm the immediate telephone message in writing within 10 days. In the case of non-compliance with these obligations, the supplier has no right to invoke force majeure.
9. Prices and Payment
The prices quoted in the order are fixed prices. Terms of delivery and payment are to be taken from the order. The start of any payment period is the date of the receipt of the invoice, if the goods arrive later, then the day of the arrival is valid. Payment does not constitute recognition of the regularity of the supply and therefore the client is entitled to a waiver from compliance with defects of warranty claims or damages. For international payments the costs are borne by the beneficiaries. After delivery of the goods, invoicing is submitted in duplicate. Invoices that do not comply with regulations or VAT laws, or which do not give the order information and order number, are not processed by the client or are returned to the supplier. In this case, the invoices are not recognized until they are sent in a proper form. The invoice must clearly include the complete order number and position of the client, all necessary VAT numbers as well as agreed delivery terms.
10. Protection Regulations
The supplier agrees to comply with the current state of technology as well as the regulations and guidelines issued by legislators and regulatory authorities regarding design, accident and environmental prevention.
11. Warranty / Claims
The contractor is fully liable for freedom of material or immaterial damages, regardless of whether the goods were produced by him or not. The warranty period is, unless otherwise specified in the order, at least 24 months from date of acceptance. Acceptance of the goods and commercial testing only follows on usage. The client is not obliged to file a complaint. As long as the supplier desires a replacement, the client is entitled to use the defective goods until the replacement is received. As part of the warranty (thus without evidence of fault), the supplier has to bear the costs of any defects that occur such as removal and replacement of faulty materials. The client has the right, in the event of the delivery of faulty goods, even if there are only slight defects, to withdraw from the contract and to obtain supplies elsewhere at the expense of the contractor or to seek compensation or to receive faulty goods at a lower cost as agreed by an expert. The acquisition of the goods does not constitute an approval of the defect. In all cases, the claim for compensation for incurred damages remains reserved. The supplier is liable for any consequential damages resulting from possible defective goods or services. One limitation which is not recognized the contractor is the Product Liability Act, but further more it is arranged that taken from § 2 Product Liability Act, also damage to property is to be replaced in its entirety. The supplier assumes the obligation to indemnify and hold harmless the client, should any third party rights be enforced on the delivered goods.
12. Product Liability
The supplier shall indemnify the client from claims for damages that may be asserted against the client because of a failure of one of the delivered products provided by the supplier.
13. Intellectual Property Rights
The supplier assumes the liability that the delivery item is free from copyright. In the event of breach of intellectual property rights, the supplier is liable to the client to pay for replacement of all this and any resulting damages to third parties for the whole duration of the contract. The client in this case is also entitled to obtain such protective rights from holders at the expense of the supplier to obtain the necessary permission to supply, install, use, resell etc the item of delivery.
14. Confidentiality
The supplier is obliged to treat the orders of the client and all related commercial and technical details confidentially. Statements made by the client, by himself or by the supplier on the basis of such claims of drawings, formulas etc may only be used or evaluated elsewhere with written consent of the client. Acceptance or approval by the supplier of submitted drawings and samples does no affect the general responsibility of the supplier.
15. Transfer
The transfer of the order to third parties is only permitted with explicit consent, failing which the client is entitled to withdraw from the contract immediately. Even if there is a transfer agreement, the contractor is not relieved of its responsibility.
16. Vicarious Agents
The supplier is liable for his suppliers of goods and services; the suppliers of the contractor, are therefore deemed as his vicarious agents.
17. Place of Fulfillment, Law and Jurisdiction
Place of fulfillment of the delivery is the destination, for payment the offices of the client. In addition to these terms of purchase, the national law of the residence of the client applies. Application of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) and similar international agreements, including their reference standards, is excluded, Should individual provisions of this agreement become ineffective or not applicable, then the validity of remaining provisions shall not be affected.
The place of jurisdiction is the jurisdiction ratione materiae at the supplier’s place of business.
18. Right of Cancellation
Alongside the other contractual legal cases, the client shall be entitled to cancel the contract without any period of grace, if he has reason to doubt the trustworthiness of the supplier, be it in technical or commercial terms. This right of cancellation is especially relevant when
19. Supply of Documents
For delivery items, the handling of which is generally unknown, processing, safety, installation and operating instructions are to be supplied on delivery without being requested. An EC/ UN-GHS safety data sheet is to be supplied in each case. Upon request, clients are given relevant documents that are required for the maintenance and repair of the delivered goods free of charge. All documents must be in German or English, unless otherwise stated in the order.
20. Documents Provided
Any sketches, plans, drawings, specifications etc. provided to the contractor, remain property of the client and may only be used for the execution of the order. They are just like any samples that are provided upon request, and are to be returned unrequested, no later than the termination of the business relationship.
ISOVOLTA AG
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