As per August 1st, 2022
§ 1 Scope of Application
(1) These General Terms and Conditions shall apply to the conduct of all present and future business relations, unless otherwise specified, with the Customer within the meaning of Section 310 (1) of the German Civil Code.
(2) Agreements that conflict with or deviate from our GTC shall only be binding if and when IS Engineering GmbH expressly agrees to their validity in writing.
(3) The inclusion and interpretation of GTC for the sale, delivery as well as the conclusion and interpretation of legal transactions with the Customer itself shall be governed exclusively by the law of the Federal Republic of Germany.
(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obliged in good faith to replace an invalid provision with a valid provision that is equivalent to its economic effect, provided that this does not result in altering significantly the spirit and content of the contract.
(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, shall be the registered office of IS Engineering GmbH.
(6) The place of jurisdiction shall be the place of jurisdiction responsible for IS Engineering GmbH, provided that the Customer is a merchant. The Customer is also entitled to bring an action before a court which has jurisdiction for IS Engineering GmbH or branch of the court.
§ 2 Offer and Conclusion of a Commercial Contract
(1) If an order by Customer is to be regarded as an offer in accordance with §145 of the German Civil Code, we can accept it within 14 days.
(2) IS Engineering GmbH shall be bound by prepared offers for 30 days from the date of the offer, unless otherwise agreed.
(3) IS Engineering GmbH shall not be bound by information in offers and/or order confirmations of IS Engineering GmbH which are based on an obvious error, such as a typing or calculation error. In principle, the obviously intended declaration shall apply.
(4) The documents on which the offer or order confirmation is based, such as illustrations, drawings, dimensional and weight specifications, are generally only to be understood as approximate values, unless they have been expressly or bindingly declared by the Customer.
(5) The Customer shall be informed immediately if the service is not available. Any services already omitted shall be refunded immediately.
§ 3 Confidentiality
(1) IS Engineering GmbH reserve their property rights and copyrights to all documents – including those in electronic form, such as calculations, drawings etc. – provided to the Customer in connection with the placing of the order. IS Engineering GmbH reserve our property rights and copyrights. These documents may not be made accessible to third parties, published or reproduced without the express and written consent of IS Engineering GmbH.
(2) Upon request, these documents shall be returned to IS Engineering GmbH without retaining any copies.
(3) If IS Engineering GmbH do not accept an order in accordance with § 2, or if no contract is concluded for any other reason, the documents provided by us must be returned to IS Engineering GmbH immediately.
(4) If the drawing, sample or other information is provided by the customer, IS Engineering GmbH shall only be liable for execution in accordance with the drawing. IS Engineering GmbH are not obliged to check the accuracy of such information in § 2, paragraph 3 remains unaffected.
§ 4 Pricing and Terms of Payment
(1) Payment of the purchase price shall be made exclusively to the account specified in the invoice.
(2) Unless otherwise agreed, the Customer must pay the invoice issued by IS Engineering GmbH within 14 days of delivery or acceptance.
(3) The prices are exclusive of sales tax and value added tax. These shall be invoiced separately at the applicable rate in accordance with the relevant tax regulations.
(4) The agreed prices shall only apply to the respective contract concluded.
(5) Unless a fixed price agreement has been made, IS Engineering GmbH may increase the price appropriately for deliveries from 12 months after conclusion of the contract, taking into account any wage, material or other ancillary costs incurred which are to be borne by IS Engineering GmbH.
(6) If IS Engineering GmbH takes the Customer’s change requests into account, the resulting additional costs shall be charged to the Customer.
(7) The Customer shall be in default without further declaration by IS Engineering GmbH after 14 days after the due date in the event of non-payment. In the event of the existence of defects, the Customer shall have no right of retention unless the order is obviously defective or the Customer is obviously entitled to refuse acceptance. In such a case, the Customer shall only be entitled to withhold payment if the amount withheld is in reasonable proportion to the defects and the anticipated costs of subsequent performance. The Customer shall not be entitled to withhold payment if he has not made due payment and if the amount due is in reasonable proportion to the value of the defective delivery.
§ 5 Delivery and Delivery Time
(1) The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the Customer’s obligations. The defense of non-performance of the contract remains reserved.
(2) If the Customer is in default of acceptance or culpably violates other obligations to cooperate, IS Engineering GmbH shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the Customer is in default of acceptance or debtor’s delay.
(3) Changes to the delivery initiated by the Customer shall lead to a reasonable extension of the delivery period. If a delay in delivery becomes apparent, IS Engineering GmbH shall inform the Customer immediately.
§ 6 Dispatch and Transfer of Risk
(1) The place of performance for all delivery and service obligations arising from the contractual relationship shall be the registered office of IS Engineering GmbH.
(2) If the goods are dispatched to the Customer at the Customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the transportation costs.
(3) At the request of the Customer, deliveries shall be insured in his name and for his own account.
§ 7 Retention of Property
(1) IS Engineering GmbH reserve the title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if IS Engineering GmbH do not always expressly refer to this. IS Engineering GmbH are entitled to reclaim the purchased item if the customer acts in breach of contract.
(2) The Customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him.
(3) The customer is entitled to resell the goods in the normal course of business.
§ 8 Warranties
(1) If the delivery item or service is defective, the Customer’s claims shall be limited, at IS Engineering GmbH ‘s discretion, to rectification of the defect or delivery of a defect-free item.
(2) Liability for material defects which do not or only insignificantly impair the value or usability of the goods or which arise after the transfer of risk as a result of incorrect or negligent handling (e.g. incorrect assembly, excessive use, etc.) shall be excluded.
(3) Significant, reasonable deviations in the dimensions or design do not entitle the Customer to a warranty, unless absolute compliance has been agreed.
(4) The limitation period for claims for defects is 12 months from the date of transfer of risk, unless another period is prescribed by law. Obvious defects must be reported to IS Engineering GmbH immediately. Otherwise, in order to preserve the Customer’s claims for defects, IS Engineering GmbH must be notified of defects in writing no later than two weeks after delivery or performance. The defective item must be kept ready for IS Engineering GmbH in the condition it was in at the time the defect was discovered.
(5) The Customer shall grant IS Engineering GmbH a reasonable period of time for subsequent performance of the defective item, which shall correspond to a rectification of the defect or a replacement delivery. If the supplementary performance fails, the customer may withdraw from the contract or reduce the remuneration.
(6) No liability shall be assumed for unrecognizable defects in parts or material supplied by the Customer. The Customer shall bear the full risk that the documents submitted by him contain correct information. Defects caused by normal wear and tear, external influences, maintenance errors or due to incorrect handling of the delivery by the Customer or if changes are made without IS Engineering GmbH consent shall not constitute a defect, unless the Customer can prove that this has had no effect on the damage/defect that has occurred. If in such cases remedial measures are carried out at the instigation of the Customer, the Customer shall pay compensation for expenses. In addition to the cost of materials and labor, this shall also include other (customary) expenses.
(7) The above provisions of this paragraph shall not apply to the contractual delivery of used items. These are delivered to the exclusion of any warranty.
§ 9 Limitations of liability
Claims for damages arising from positive breach of contract, culpa in contrahendo and tort, which are not simultaneously based on the breach of a main contractual obligation by IS Engineering GmbH, are excluded both against the contractor and against his vicarious agents, unless the damage was caused intentionally or through gross negligence. This does not apply to claims for damages arising from defects in the contractually stipulated suitability, which are intended to protect the customer against the risk of foreseeable damage typical of the contract. Claims for damages under the law on liability for defective products remain unaffected, as does liability for damage to life, limb or health.