TERMS AND CONDITIONS OF SALE
§ 1. Validity
Paragraph I The following terms and conditions of sale apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) for all contracts, deliveries, and other services, including consulting services, that involve the sale of ISM products to their customers. The buyer's terms and conditions do not apply, even if ISM does not expressly object to them again.
Paragraph II In the case of ongoing business relationships, this also applies if ISM has not expressly referred to this in the course of the relationship.
§ 2. Offer and conclusion
Paragraph I By submitting the "order," the buyer submits an offer to ISM to conclude a contract. For initial orders, the order is deemed accepted unless expressly rejected by ISM within 20 days; for subsequent orders, a period of 10 days applies. This deemed acceptance does not apply if the buyer has changed ISM's catalog prices without prior consultation.
Paragraph II The documents and illustrations (drawings, weight and dimensions) included in the offer are only approximate.
Paragraph III If sales staff or commercial agents make oral side agreements or give assurances that go beyond the written purchase contract, these always require written confirmation by ISM.
§ 3. Delivery deadlines, delay and non-delivery
Paragraph I Delivery deadlines are only considered approximate unless ISM has expressly confirmed them in writing. Therefore, ISM will not be in default without a written reminder.
Paragraph II Likewise, the deadlines required for Section 281 BGB (compensation instead of performance) and Section 323 BGB (withdrawal) must be set in writing and must be at least 30 working days.
Paragraph III Events of force majeure, as well as similar unforeseen obstacles, in particular labor disputes, entitle both ISM and the buyer to extend delivery or acceptance deadlines by the duration of the hindrance, but for a maximum of three weeks. This also applies if such circumstances have occurred with sub-suppliers. After expiration of this period, both ISM and the buyer are entitled to withdraw from the contract.
Paragraph IV ISM shall under no circumstances be liable for delayed or failed deliveries due to the fault of the supplier.
§ 4. Execution of deliveries
Paragraph I Deliveries are made ex ISM warehouse at the buyer's expense and risk. Partial shipments are permitted within reasonable limits. These are considered separate deliveries. For net goods values of €500.00 and above, shipping is free of charge within Germany. For net goods values of less than €150.00, a minimum order surcharge of €5.00 will be charged.
Paragraph II If shipment is delayed due to the buyer's fault, the goods shall be stored at the buyer's expense and risk.
Paragraph III Additional costs for the shipping method requested by the buyer, e.g. by post, courier or express, are to be borne by the buyer.
§ 5. Prices and payment
Paragraph I ISM is entitled to increase prices if the goods are not to be delivered until four months (or longer) after the conclusion of the contract and ISM's cost situation has demonstrably changed.
Paragraph II ISM invoices are due for payment immediately. The standard payment term is 30 days net.
Paragraph III For payment by bill of exchange, the discount fees are borne by the buyer and are payable immediately without deduction. Cash discounts will not be granted if the buyer is in arrears with payment for previous deliveries. If a specific payment method has been agreed upon, this method alone shall prevail.
Paragraph IV If the payment terms are not fully complied with when accepting a bill of exchange, or if facts become known that, in ISM's reasonable commercial discretion, cast doubt on the buyer's creditworthiness, each bill of exchange and the bill of exchange claim – regardless of its agreed due date – shall become immediately due. ISM shall then be entitled, without prejudice to further statutory rights, to make any outstanding deliveries only against advance payment, to demand appropriate security, to withdraw from the contract, or to demand damages instead of performance.
Paragraph V Set-offs are only possible with undisputed or legally established claims. Likewise, retentions are only possible with undisputed or legally established claims.
§ 6. Retention of title
Paragraph I ISM reserves title to the goods until all claims against the buyer arising from the business relationship, including future claims arising from contracts concluded simultaneously or subsequently, have been settled. This also applies if individual or all of ISM's claims are included in a current account and the balance is drawn and acknowledged. In the event of a breach of important contractual obligations, in particular in the event of late payment, the entire outstanding balance becomes due immediately. ISM is then entitled to take back the goods and, for this purpose, may enter the buyer's premises, take possession of the reserved goods, and sell them at its own discretion at the best possible price through private sale. The proceeds, after deduction of the usual trading margin and any costs incurred, will be credited to the buyer's liabilities, and any surplus will be paid out. The taking back or seizure of the item by ISM shall only constitute a withdrawal from the contract if ISM expressly declares this in writing.
Paragraph II The buyer is entitled to resell or further process the goods within the scope of proper business operations. The buyer hereby assigns any resulting claims to ISM. If the buyer sells the reserved goods together with other goods not delivered by ISM, the assignment shall only apply to the amount of the claims stated in ISM's invoices. ISM is entitled, but not obligated, to collect the claim.
Paragraph III Any pledging or transfer of the reserved goods as security to third parties is prohibited without the consent of ISM. In the event of seizure or other intervention by third parties, the buyer must notify ISM immediately in writing.
§ 7. Notice of defects and warranty
Paragraph I The buyer must inspect the received goods immediately upon receipt for quantity and quality. Obvious defects must be reported to ISM in writing within 10 days of receipt of the goods, with the date of receipt of the complaint by ISM being decisive. For hidden defects, the statutory provisions apply, in particular the provisions on commercial sales pursuant to Sections 377 and 378 of the German Commercial Code (HGB).
Paragraph II In the event of justified complaints, ISM will, at its discretion, repair the defective goods or provide a replacement. The buyer must grant ISM the time and opportunity reasonably necessary to remedy the defect, in particular by providing the defective item or samples thereof; otherwise, the warranty will be void.
Paragraph III The deadline required for asserting the rights set out in Section 437 of the German Civil Code (subsequent performance, withdrawal, reduction of price and compensation) must be set in writing and must be at least 30 working days.
Paragraph IV The warranty for new items is limited to 2 years; for used items, the warranty is completely excluded.
Paragraph V The provisions of Sections 7 I to 7 IV do not apply if it is a case of Section 478 of the German Civil Code (entrepreneur's recourse in the case of the purchase of consumer goods).
§ 8. General limitation of liability
Paragraph I ISM's liability is governed exclusively by the existing terms and conditions. ISM's liability based on fault is limited to cases of intent or gross negligence, unless
- an essential contractual obligation is affected,
- concerns injury to body, life or health,
- It is about liability under the Product Liability Act (ProdHaftG) or other mandatory liability standards.
Paragraph II The limitation of liability applies accordingly to the buyer.
§ 9 Return of packaging according to § 15 para. 1 VerpackG
Paragraph I The term "packaging" refers exclusively to the materials we use to facilitate transport or to protect our goods during transport. Sales packaging is already licensed under a dual system and is therefore excluded from the following paragraphs.
Paragraph II If the customer decides to return outer or transport packaging that is subject to ISM's take-back obligation, this packaging must be returned carriage paid to ISM's registered office.
Paragraph III If this packaging includes packaging that does not originate from ISM deliveries and/or if the quantity of this packaging exceeds ISM's usual size and take-back capacity, the return of this packaging may be refused. ISM will assess the usual size and capacity.
Paragraph IV If the returned packaging includes packaging that does not originate from ISM deliveries, the customer is obliged to reimburse ISM for the costs incurred in disposal.
Paragraph V At ISM’s request, the customer shall provide suitable documentation (such as delivery documents) proving that the returned packaging originates from deliveries by ISM.
§ 10. Miscellaneous
Paragraph I The place of performance and exclusive jurisdiction for deliveries and payments, as well as for all disputes arising between the parties, is the registered office of ISM. However, at ISM's discretion, the buyer may also be sued at its own place of jurisdiction.
Paragraph II The relationship between the parties shall be governed exclusively by the domestic law applicable in the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
Paragraph III Amendments, additions, and ancillary agreements to contracts must be made in writing, which also applies to the cancellation of this written form clause. This contractual written form requirement is met by sending a signed fax.
§ 9 Return of packaging according to § 15 para. 1 VerpackG
Paragraph I: The term "packaging" refers exclusively to the materials we use to facilitate transport or to protect our goods during transport. Sales packaging is already licensed under a dual system and is therefore excluded from the following paragraphs.
Paragraph II If the customer decides to return outer or transport packaging that is subject to ISM’s take-back obligation, this packaging must be returned carriage paid to ISM’s registered office.
Paragraph III: If this packaging includes packaging that does not originate from ISM deliveries and/or if the quantity of this packaging exceeds ISM's usual size and take-back capacity, the return of this packaging may be refused. The assessment of the usual size and capacity will be carried out by ISM.
Paragraph IV If the returned packaging includes packaging that does not originate from deliveries by ISM, the customer is obliged to reimburse ISM for the costs incurred in disposal.
Paragraph V At ISM’s request, the customer shall provide evidence by means of suitable documents (such as delivery documents) that the returned packaging is from deliveries by ISM.
