Terms and Conditions
of ISOCELL GmbH
1. Validity
The following terms of delivery and payment constitute the principal part of every contract entered into with ISOCELL GmbH now and in the future. Differing general terms and conditions specified by partners of ISOCELL GmbH are not considered as being included and do apply. Should the contract partner be a domestic consumer, differing terms apply only in as far as the laws governing consumer rights do not dictate otherwise.
2. Delivery date and deadline
Delivery times and dates are not binding unless expressly declared as ‘set dates’. Claims for damages may not be made as a result of delivery delays.
3. Delivery and transfer of risk
The obligation to supply is suspended for such periods as the buyer is in arrears with payment for the product or with payments in connection with other legal transactions. Delivery of the goods is made in the trade packing ex works or branch, for account of and at the risk of the buyer. Transfer of risk takes place when the goods are handed over to the forwarder or when the goods are loaded onto the transport vehicle provided. Transport damage is therefore always the responsibility of the acceptor. Prices agreed as excluding delivery do not include loading charges. After receipt an immediate inspection of the goods must take place to ensure that delivery has been duly carried out and that the goods are conform to their description. Notice of complaints must be given in writing immediately and without delay to avoid loss of title.
4. Handover
The customer undertakes to comply with the formalities applicable to handover on the construction site or other delivery address. Should none be present the seller has the right to unload the goods on the account of the buyer and at the buyer’s risk and to deposit the goods so fulfilling the contract.
5. Payment and price
All prices are subject to change. Payments must always be made within 8 days of date of invoice. Receipt of the invoice has no relevance to the date when the payment is due. If the buyer is in arrears with payment default interest at the rate of interest for an unsecured business loan of at least 11.2% p.a. becomes payable. All costs including out-of court costs for assertion of claims as well as those incurred through a debt collection agency are charged to the customer at the rates set out in these conditions.
6. Proprietary rights and assignment of claims
Until full payment has been received all goods delivered remain the property of ISOCELL GmbH. If the buyer is in arrears with payment, ISOCELL GmbH is entitled, without withdrawal from the contract, to demand the return of the goods and to collect the same. In the event that the goods delivered have already been sold or processed before full payment has been made – either for the goods or for other transactions – the customer herewith irrevocably surrenders those sums of money resulting from the sale or use of the goods and payable to him by his own customer / buyers to the amount of his obligations to ISOCELL GmbH. This surrender becomes effective with its acceptance by ISOCELL GmbH.
7. Guidance and instructions for use
Consultancy services provided by ISOCELL GmbH do not form part of the order and are without exception non-binding. The customer is obliged to request a description of the product and the guidelines for use and to adhere to these specifications during installation of the material supplied. Decisions concerning the use and application of the goods are made at the customer’s own risk.
8. Calculation
Indications made by ISOCELL GmbH relating to quantities or areas for coverage etc. are not contractually binding. Such values may differ considerably due to local conditions, the actual installation, methods of application etc.
9. Warranty
In the event of duly notified defects ISOCELL GmbH will, as it chooses, fulfil warranty obligations in the form of improvement, exchange for faultless goods, price reduction or cancellation of the contract and credit the amount of the purchase price. The customer is permitted to demand a price reduction or nullification of the sale only after giving written notice of this intention if ISOCELL GmbH does not provide improvement or exchange of the goods within an appropriate period. All claims for warranty made by the customer to ISOCELL GmbH expire after 5 years from delivery of the goods, or, in the case of machines, 2 years after delivery.
10. Liability and compensation
The liability of ISOCELL GmbH for damage claims of any kind whatsoever is limited to particularly wilful negligence and intent. This does not however apply in the event of injury to persons. No liability is accepted for consequential damage, indirect damage or accompanying damage. All claims for damage on the part of the customer against ISOCELL GmbH. are limited by statue to maximum 3 years after delivery of the goods, even in the event that faults are identified at a later date. The buyer and/or the customer waives the right to claim compensation from ISOCELL GmbH for warranty that has taken place and also for damage governed by the product liability law. The customer undertakes to impose the aforementioned waiver to every further company and to indemnify and hold harmless ISOCELL GmbH against such claims by others.
11. Exclusion of set-off
The customer expressly waivers compensation for any counterclaims against ISOCELL GmbH for claims to which he is entitled.
12. Jurisdiction and applicable law
The parties agree that only Austrian substantive or adjective law shall apply. Application of the United Nations convention governing sales contracts (Austrian Federal Law Gazette 1988/96 in its current version) and all provisions referring to it are expressly excluded. Place of fulfilment is the company headquarters, court of jurisdiction is the Regional Court Neumarkt near Salzburg, irrespective of the value in dispute. Before legal action is taken, a mediation attempt must be made according to the circumstances of the individual case.
13. Data protection
In accordance with the laws governing data protection we explicitly state that data concerning our customers is processed by means of our computer system and transferred to a file.
14. The written form
Verbal collateral agreements are not entered into. Annulment, change or amendment of the Terms must be in writing and requires the signature of all parties. This applies also to a change in this formal requirement.
15. Acceptance of our terms
The written order is taken as confirmation of receipt of the General Terms of ISOCELL GmbH.
16. Salvatory clause
Should any part of this agreement contradict any existing law or be invalid for any reason, the rest of the agreement shall remain unaffected and valid. The invalid provision is to be replaced by a valid provision which is as close as possible to the economic equivalent of the intended aim.
Issued September 2011