TERMS OF SALE

§ 1. Scope

Para. I The following sales conditions apply only to entrepreneurs within the meaning of § 14 BGB for all contracts, deliveries, and other services including consulting services, which concern the sale of ISM products to their customers. The buyer's conditions do not apply, even if ISM does not expressly object to them again.

Para. II In ongoing business relationships, this also applies if ISM has not expressly invoked it during the course of the relationship.

§ 2. Offer and Conclusion

Para. I By submitting the "order," the buyer makes an offer to Fa ISM to conclude a contract. For initial orders, the order is considered accepted unless ISM expressly rejects it within 20 days; for subsequent orders, the period is 10 days. This acceptance fiction does not apply if the buyer has changed Fa. ISM's catalog prices without prior consultation.

Para. II The documents and illustrations (drawings, weight and dimension data) belonging to the offer are only approximately binding.

Para. III Insofar as sales employees or commercial agents make oral side agreements or assurances that go beyond the written purchase contract, these always require written confirmation by ISM.

§ 3. Delivery Deadlines, Default, and Non-Delivery

Para. I Delivery deadlines are only approximate unless ISM has expressly given a written commitment as binding. ISM is therefore not in default without a written reminder.

Para. II Likewise, the deadlines necessary for § 281 BGB (damages instead of performance) and § 323 BGB (withdrawal) must be set in writing and be at least 30 working days.

Para. III Force majeure events, as well as unforeseen obstacles of equal standing, especially labor disputes, entitle both ISM and the buyer to extend delivery or acceptance deadlines by the duration of the hindrance, but no longer than three weeks; this also applies if such circumstances occur with upstream suppliers. After this period, both ISM and the buyer are entitled to withdraw from the contract.

Para. IV ISM is in no case liable for delayed or omitted deliveries caused by the fault of the upstream supplier.

§ 4. Execution of Deliveries

Para. I Deliveries are made from ISM's warehouse at the buyer's expense and risk. Partial deliveries are permitted to a reasonable extent. They are considered independent deliveries. For net goods value of 500.00 euros or more, shipping is free within Germany. For net goods value under 150.00 euros, a small order surcharge of 5.00 euros is charged.

Para. II If the shipment is delayed due to the buyer's fault, the goods will be stored at the buyer's cost and risk.

Para. III Additional costs for the shipping method requested by the buyer, e.g. by mail, courier, or express, must be borne by the buyer.

§ 5. Prices and Payment

Para. I ISM is entitled to increase prices if the goods are to be delivered only four months (or longer) after the contract conclusion and the cost situation at ISM has demonstrably changed.

Para. II Invoices from ISM are due for payment immediately. The standard payment term is 30 days net.

Para. III In case of payment by bill of exchange, discount charges are borne by the buyer and are payable immediately without deduction. Discounts are not granted if the buyer is in arrears with payment of previous deliveries. If a specific payment method is agreed, it is solely decisive.

Para. IV If the payment terms are not fully complied with upon acceptance of a bill of exchange or facts become known that, according to ISM's due commercial discretion, cast doubt on the buyer's creditworthiness, each bill and the bill claim – regardless of its agreed maturity – becomes immediately due. ISM is then also entitled, without prejudice to further legal rights, to execute outstanding deliveries only against advance payment, to demand reasonable security, to withdraw from the contract, or to claim damages instead of performance.

Para. V Set-offs are only possible with undisputed or legally established claims. Likewise, retention of title is only possible due to undisputed or legally established claims.

§ 6. Retention of Title

Para. I ISM reserves ownership of the goods until all claims against the buyer from the business relationship, including future claims from contracts concluded simultaneously or later, have been settled. This also applies if individual or all claims from ISM are included in a running invoice and the balance is drawn and acknowledged. In case of breach of important contractual obligations, especially in case of default in payment, the entire debt balance becomes immediately due. ISM is then entitled to take back the goods and may enter the buyer's premises for this purpose and take possession of the reserved goods itself and realize them by private sale at its own discretion in the best possible way. The proceeds will be credited to the buyer's liabilities after deduction of the usual trade margin and incurred costs; any surplus will be paid out. The repossession and seizure of the item by ISM only constitute a withdrawal from the contract if ISM expressly declares this in writing.

Para. II The buyer is entitled to resell or further process the goods within the scope of proper business operations. The claims arising therefrom are hereby assigned to ISM. If the reserved goods are resold by the buyer together with other goods not supplied by ISM, the assignment only applies to the amount of the claims stated in ISM's invoices. ISM is entitled, but not obliged, to collect the claim.

Para. III Any pledge or transfer of ownership as security of reserved goods in favor of third parties is not permitted without ISM's consent. In case of seizures or other interventions by third parties, the buyer must notify ISM immediately in writing.

§ 7. Complaint of Defects and Warranty

Para. I The buyer must inspect the received goods immediately upon arrival for quantity and condition. Obvious defects must be reported to ISM in writing within 10 days of receipt, with ISM's receipt of the complaint being decisive. For hidden defects, the statutory provisions apply, especially the rules for commercial purchase according to §§ 377 and 378 HGB.

Para. II In case of justified complaints, ISM will choose to either repair defective goods or provide replacement delivery. To remedy defects, the buyer must grant ISM the time and opportunity reasonably required, in particular by making the complained item or a sample available; otherwise, the warranty is void.

Para. III The deadline necessary to assert the rights set out in § 437 BGB (subsequent performance, withdrawal, reduction, and damages) must be set in writing and be at least 30 working days.

Para. IV Warranty for new items is limited to 2 years; for used items, warranty is completely excluded.

Para. V The provisions of §§ 7 I to 7 IV do not apply if it is a case of § 478 BGB (recourse of the entrepreneur in consumer goods purchase).

§ 8. General Limitation of Liability

Para. I ISM's liability is exclusively based on the existing conditions. ISM's fault-based liability is limited to intent or gross negligence, unless

• A contractual essential obligation is affected,
• It concerns injury to body, life, or health,
• This concerns liability under the ProdHaftG or other mandatory liability regulations.
  
  

Para. II The limitation of liability applies accordingly to the buyer.

§ 9 Return of packaging according to § 15 para. 1 VerpackG

Para. I The term "packaging" refers exclusively to the materials we use to enable transport or to protect our goods during transport. Sales packaging is already licensed with a dual system and is therefore excluded from the following paragraphs. 

Para. II If the customer decides to return reusable or transport packaging subject to ISM's return obligation, these packages must be returned free of charge to ISM's company headquarters.

Para. III If among these packaging there are also items that do not originate from deliveries by ISM and/or the quantity of these packaging exceeds the usual amount and ISM's return capacities, the return of these packaging may be refused. The assessment of the usual amount and capacities is made by ISM.

Para. IV If among the returned packaging there are items that do not originate from deliveries by ISM, the purchaser is obliged to reimburse ISM for the costs incurred by disposal.

Para. V At ISM's request, the purchaser shall prove by suitable documents (such as delivery documents) that the returned packaging originates from deliveries by ISM.

§ 10 Miscellaneous

Para. I Place of performance and exclusive jurisdiction for deliveries and payments as well as for all disputes arising between the parties is the seat of ISM. At ISM's choice, however, the buyer may also be sued at their place of jurisdiction.

Para. II The relations between the parties are governed exclusively by the domestic law applicable in the Federal Republic of Germany, excluding the UN Sales Convention.

Para. III Amendments, additions, and ancillary agreements to contracts require written form, which also applies to the waiver of this written form clause. This contractual written form is fulfilled upon sending a signed fax.

§ 9 Return of packaging according to § 15 para. 1 VerpackG

Para. I The term "packaging" refers exclusively to the materials we use to enable transport or to protect our goods during transport. Sales packaging is already licensed with a dual system and is therefore excluded from the following paragraphs.

Para. II If the purchaser decides to return secondary or transport packaging subject to ISM's return obligation, these packaging must be returned free of charge to ISM's company headquarters.

Para. III If among these packaging there are also items that do not originate from deliveries by ISM and/or the quantity of these packaging exceeds the usual amount and ISM's return capacities, the return of these packaging may be refused. The assessment of the usual amount and capacities is made by ISM.

Para. IV If among the returned packaging there are items that do not originate from deliveries by ISM, the purchaser is obliged to reimburse ISM for the costs incurred by disposal.

Para. V At ISM's request, the purchaser shall prove by suitable documents (such as delivery documents) that the returned packaging originates from deliveries by ISM.