General Terms and Conditions
General Terms and Conditions
ISI Industrieprodukte GmbH | General Terms and Conditions 2022 | Date: 01/07/2022 | Version 1.0
§1 Scope, Form
(1) These General Terms and Conditions (GTC) apply to all business relationships with our customers. The GTC apply only if the customer is a business operator (Section 14 of the German Civil Code (BGB)) or a legal entity under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”) as well as our services, regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the customer’s order, or in any event in the version last communicated to them in writing.
Tel.: +49 (0) 2683 9794-0
Fax no.: +49 (0) 2683 7447
Email: kontakt@isi-luftfilter.de
Website: www.isi-luftfilter.de
Volksbank Bonn Rhein-Sieg eG
IBAN: DE02 3806 0186 3705 5250 12
BIC: GENODED1BRS
Commerzbank Hennef
IBAN: DE40 3804 0007 0283 5221 00
BIC: COBADEFF380
Managing Director: Harald Hentschel
Montabaur Commercial Register
HRB 12279
VAT No.: DE 149531531
(3) Our General Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in all cases, for example even if we carry out the delivery to the customer without reservation whilst being aware of the customer’s general terms and conditions.
(4) Individual agreements made with the customer on a case-by-case basis (including ancillary agreements, additions and amendments) shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements. In each case, the text form shall suffice.
(5) Legally relevant declarations and notifications by the customer relating to the contract must be made in writing (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular where there are doubts as to the legitimacy of the person making the declaration, remain unaffected by this provision.
§ 2 Conclusion of Contract
(1) Our quotations are subject to change and non-binding. This also applies if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership rights and copyright.
(2) The customer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within 15 working days of its receipt by us.
(3) Acceptance may be declared either in writing (text form) or by delivery of the goods to the customer.
§ 3 Delivery period and delay in delivery
(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order and is non-binding.
(2) If we are unable to meet delivery deadlines for reasons beyond our control (non-availability of the service), we shall inform the customer of this without delay and at the same time notify them of the expected new delivery deadline. If the service is still unavailable within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer. In particular, a case of non-availability of the service within this meaning shall be deemed to be the failure of our supplier to deliver to us on time, provided that we have concluded a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.
(3) The occurrence of a delay in delivery on our part is determined in accordance with the statutory provisions. In any event, however, a written reminder from the customer is required.
§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
(1) Delivery is ex-works, which is also the place of performance for the delivery and any subsequent performance. Upon request and subject to our express consent, the goods shall be shipped to another destination at the customer’s expense. Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the carrier, route of shipment and packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
§ 5 Prices and Terms of Payment
(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex-works, inclusive of statutory VAT and packaging.
(2) In the case of sale by delivery, the customer shall bear the transport costs ex-works, including packaging costs and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer. Travel time shall be charged as working time. For work carried out outside our normal working hours (e.g. night and weekend work), the appropriate surcharges shall be invoiced separately.
If the customer requests work from us outside normal working hours, the customer must give us sufficient notice. Such notice is only deemed sufficient if we are able to make the necessary organisational arrangements.
(3) Payment is due immediately upon invoicing and must be made no later than 30 calendar days from the date of invoicing. If the customer makes payment within 10 calendar days, we grant a 2% discount on the net amount of the invoice.
However, even within the context of an ongoing business relationship, we are entitled at any time to make a delivery, in whole or in part, only against advance payment.
(4) The customer shall be in default upon expiry of the payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages arising from default. Our claim to commercial interest on overdue payments (Section 353 of the German Commercial Code (HGB)) against merchants remains unaffected by this provision.
(5) The customer shall only be entitled to rights of set-off or retention to the extent that their claim has been legally established or is undisputed. In the event that the customer is entitled to warranty rights, the customer’s corresponding counter-rights (e.g. Section 641(3) of the German Civil Code (BGB)) shall remain unaffected by this provision.
(6) If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the customer’s inability to pay, we shall be entitled, in accordance with the statutory provisions, to refuse performance and – where applicable, after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
§ 6 Retention of title
(1) We retain title to the goods sold until full payment of all our present and future claims arising from the sales contract and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may neither be pledged to third parties nor transferred as security prior to full payment of the secured claims. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. through attachment) gain access to the goods belonging to us.
(3) In the event of the Customer’s breach of contract, in particular non-payment of the purchase price due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to reclaim the goods on the basis of the
retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled merely to demand the return of the goods and to reserve the right to withdraw. If the customer fails to pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.
(4) Until revoked in accordance with (c) below, the customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed the manufacturer. If, in the event of processing, mixing or combining with third-party goods, the third party’s right of ownership remains in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The Customer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or the product, in the total amount of our share of co-ownership in accordance with the preceding paragraph. We accept the assignment. The customer’s obligations set out in paragraph 2 shall also apply in respect of the assigned claims.
(c) The customer remains authorised, alongside us, to collect the claim. We undertake not to collect the claim as long as the customer fulfils their payment obligations to us
, there is no lack of solvency on their part, and we have not asserted the retention of title by exercising a right pursuant to paragraph 3. Should this, however, be the case, we may demand that the customer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we shall be entitled to revoke the customer’s authority to further sell and process the goods subject to retention of title.
(d) If the realisable value of the security exceeds our claims by more than 10%, we shall, at the customer’s request, release security at our discretion.
§ 7 Customer’s rights in the event of defects
(1) Unless otherwise specified below, the statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title.
(2) Our liability for defects is based primarily on the agreement reached regarding the quality of the goods.
(3) Where the quality has not been agreed, the existence of a defect shall be assessed in accordance with the statutory provisions (Section 434(1) sentences 2 and 3 of the German Civil Code (BGB)). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising claims).
(4) The customer’s warranty claims are subject to their having fulfilled their statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect becomes apparent upon delivery, during inspection or at any later point in time, we must be notified of this in writing without delay. In any event, obvious defects must be reported in writing within 5 working days of delivery, and defects not detectable upon inspection must be reported within the same period from the time of discovery. The inspection must in any case take place prior to commissioning. Should the customer fail to carry out the proper inspection and/or
reporting of defects, our liability for the defect that has not been reported, or has not been reported in a timely or proper manner, is excluded in accordance with the statutory provisions.
(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the subsequent performance owed conditional upon the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price proportionate to the defect.
(7) The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include
either the removal of the defective item or its reinstallation, if we were not originally obliged to carry out the installation.
(8) We shall bear or reimburse the expenses necessary for the purposes of inspection and subsequent performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the customer for the costs incurred as a result of the unjustified
request for rectification of defects (in particular inspection and transport costs), unless the absence of a defect was not apparent to the customer.
(9) If the rectification has failed, or if a reasonable period to be set by the customer for rectification has expired without success or is dispensable under statutory provisions, the customer may withdraw from the purchase contract or claim a reduction in the purchase price. However, there is no right of withdrawal in the case of a minor defect.
(10) Claims by the customer for damages or reimbursement of futile expenses shall, even in the case of defects, only exist in accordance with clause 8 and are otherwise excluded.
§ 7a Obligations of the customer
(1) Prior to the service call, the customer must ensure the following conditions are met:
Provision of a washing area and a 230 V / 50 Hz power supply.
Proper disposal of waste water containing cleaning agents and the soiled filter materials.
Provision of a proper drain or suitable container for emptying the ultrasonic bath once the work has been completed.
Provision of any necessary ladders, scaffolding, lifting equipment and means of transport.
Ensuring unobstructed access to the filter units in accordance with all safety and accident prevention regulations.
Appointment of a responsible contact person for the duration of the service call.
Provision of maintenance materials, unless ordered as part of the service call.
(2) If these conditions are not met, we reserve the right to terminate the service call and to charge the customer for the costs incurred up to that point.
§ 8 Other Liability
(1) Unless otherwise provided for in these General Terms and Conditions, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We shall be liable for damages – irrespective of the legal basis – under the principle of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, subject to a more lenient standard of liability under statutory provisions (e.g. regarding the standard of care in our own affairs), we shall only be liable
a) for damages resulting from injury to life, limb or health,
b) for damage resulting from a material breach of a fundamental contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party regularly relies and is entitled to rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The resulting limitations of liability shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are liable under statutory provisions. They shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods, nor shall they apply to claims by the customer under the Product Liability Act.
(4) In the event of a breach of duty that does not constitute a defect, the customer may only withdraw from the contract or terminate it if we are responsible for the breach of duty. A free right of termination on the part of the customer (in particular pursuant to Sections 651, 649 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
§ 9 Limitation Period
(1) Notwithstanding § 438(1)(3) of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from the date of acceptance. Where acceptance has been agreed, the limitation period begins upon acceptance.
(2) The above limitation periods under sales law also apply to the Customer’s contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) would result in a shorter limitation period in individual cases.
However, the Customer’s claims for damages pursuant to Section 8(2), first and second sentences (a), and under the Product Liability Act shall be subject exclusively to the statutory limitation periods.
§ 10 Choice of Law and Jurisdiction
(1) These General Terms and Conditions and the contractual relationship between us and the customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including for international disputes, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the customer’s general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected by this provision.