General terms and conditions and warranty conditions

General terms and conditions

ISOLED®

§ 1 Fundamentals and scope of application
The deliveries, services and offers of our company are exclusively based on these GTC, irrespective of the type of legal transaction. All our declarations of intent under private law are to be understood on the basis of these GTC. We do not recognize any terms and conditions of the customer that are contrary to or deviate from our GTC, unless we have expressly agreed to their validity in writing.

In this respect, contractual performance on our part shall not be deemed to be consent to contractual terms and conditions that deviate from our GTC. These terms and conditions shall also apply as a framework agreement to all further legal transactions between the contracting parties.

§ 2 Offers

Offers of ISOLED® are considered to be subject to change and non-binding, in particular the intermediate sale of the offered goods is reserved.

Furthermore, the reservation of industrial property rights and copyrights applies to all offer and project documents including all corresponding enclosures and samples, dimensional drawings and descriptions.

Unless otherwise agreed in writing, the offers are valid for a period of 2 months. The prices offered do not include value added tax.

§ 3 Conclusion of contract / content of contract

1. The dealer declares bindingly with the order of the goods to want to purchase them (independent of the ordering method). The acceptance of the order by ISOLED® can take place in writing or by delivery of the goods.
2. We reserve the right to make the following changes of the contractual products after conclusion of the contract: Product changes in the course of continuous product improvement and further development; minor and insignificant deviations in color, form, design, dimension, weight or quantity; deviations customary in trade.
3. After conclusion of the contract, changes to the orders by the customer are only possible with the consent of the seller and subject to indemnification.
4. Special instructions of the customer (such as delivery requests, deadlines, discounts, etc.) shall only become part of the contract if these are expressly recognized by us as binding within the scope of the order confirmation.
5. Delays in delivery dates may occur (e.g. due to delays in transport or production) and are no reason for withdrawal from the contract or penalties.
6. The prices quoted are our current sales prices and are based on the currently valid material and purchase prices and wages. If there are more than 3 months between the conclusion of the contract and delivery, without us being responsible for a delay in delivery, the price may be increased appropriately, taking into account any material, wage, purchasing and other ancillary costs incurred. If the purchase price increases by more than 25%, the dealer is entitled to withdraw from the contract.
7. We are expressly entitled to partial deliveries and partial services.
    

§ 4 Prices, terms of delivery and payment

1. The prices are calculated according to the price list valid at the time of the conclusion of the contract and are part of the contract. (Misprints and errors excepted) Changes will be agreed separately on an individual basis. The prices are net prices ex our warehouse in Schwoich plus the applicable statutory sales tax excluding packaging and assembly. Freight, postage, customs, transport, insurance and other ancillary costs will be charged separately according to the status at the time of the order. All prices include any disposal fees with regard to the European Directive on the Disposal of Waste Electrical and Electronic Equipment (WEEE).
2. Deliveries are made exclusively on the terms of payment confirmed in the order. The assertion of defects or reductions shall not affect the due date of the remaining purchase price payment. Defects of a part of the delivered goods do not entitle to complain about the whole delivery.
3. Incomplete deliveries or damage in transit, as well as damage despite proper packaging, the customer must complain within 24 hours to the post office or delivery company responsible. The presentation of the written record is a prerequisite for the replacement delivery.
4. Payments are to be made without any deductions in the agreed currency (generally EUR) and within 14 days of the invoice date. Any terms of payment or agreements deviating from this shall only apply subject to our written consent.
5. In order to safeguard against credit risk, we reserve the right to carry out a credit check and to suggest a suitable method of payment.
6. The customer is not entitled to withhold or offset payments due to warranty claims or other counterclaims.
    

§ 5 Short order surcharge

For all orders with a net value of less than 50 EUR, a surcharge of 8 EUR (net) per delivery will be applied. Backorder deliveries or partial quantity deliveries due to our fault are excluded from this regulation.

§ 6 Online orders

In this regard, the following additional provisions shall apply:

• Access to the ordering platform is granted to any trader who has completed the relevant registration form of our ordering platform.
• The registered person undertakes to change the password immediately after receipt and to protect it from unauthorized access.
• The customer accepts all legal transactions made with his login characteristics in the online ordering system of the seller as binding for him.
• In the case of orders placed on the ordering platform, the conclusion of the contract can also take place by sending an e-mail in which the order is confirmed.
• We do not assume any warranty for error-free functioning of the online ordering platform and expressly exclude liability for damages resulting from the use of the same. We also exclude any responsibility and liability for access disruptions, such as lack of or inadequate availability of the online ordering system or faulty transmission of information and explanations when using the ordering platform.
• The customer acknowledges that by using the ordering platform from abroad he may violate rules of foreign law, e.g. by using the encryption procedures used in the ordering platform. We disclaim any liability and responsibility in this regard.
   

§ 7 Transfer of risk/ Transport

1. As soon as the object of performance has been dispatched or collected, the risk shall pass to the dealer, even in the case of carriage paid delivery. The dealer is not allowed to accept the delivery under reservation. He is obliged to accept them.
2. He may not refuse to accept deliveries because of insignificant defects.
3. If deliveries are not accepted by the dealer within agreed deadlines or orders are not called, we have the right to withdraw from the contract after setting a deadline and threatening refusal.
4. In this case, the dealer shall owe at least liquidated damages in the amount of 30% of the net order value, unless he can prove a lesser damage.
5. In the event of damage to or loss of the object of performance during transport, the dealer is obliged to immediately arrange for the damage to be recorded with the carrier. We must be notified of this in writing within 3 days. Transport damages do not represent a material defect. We are not liable for transport damages.
6. Incorrect or incomplete deliveries are to be reported to us in detail in writing within 7 days after arrival of the object of performance at the place of destination, otherwise any claims for compensation are excluded.
    

§ 8 Liability

1. We are not liable for damages, especially consequential damages, caused by improper handling of the articles.
2. We shall only be liable for damage caused by us or our employees intentionally or through gross negligence. The liability is limited in amount to the damage that was foreseeable at the time of the conclusion of the contract and that is based on circumstances that were known to us or should have been known to us.
    

§ 9 Warranty

1. The statutory warranty periods apply. Prerequisite: the timely payment of the goods. The warranty for the delivery of used items, illuminants, remaining stock and discontinued items is excluded.
2. Warranty claims are excluded if the goods were damaged or destroyed through the fault of the customer / dealer. This applies in particular if the goods have been improperly handled, mechanically damaged, opened, converted or destroyed or damaged by connection with other equipment.
3. Prerequisite for the warranty claims of the customer / dealer, is the written immediate notification of obvious defects, at the latest within a period of 7 days from receipt of the goods. In the case of the discovery of non-obvious defects, the obligation of immediate notification applies, at the latest within 7 days from the discovery of the defect. The timely dispatch of the notification is sufficient for the preservation of the rights of the dealer. Otherwise, the goods shall be deemed to be approved also in view of the respective defect. Timely dispatch shall be sufficient to meet the deadline. Section 377 of the German Commercial Code (HGB) shall apply in addition.
4. We shall initially provide warranty for defects of the goods by rectification or replacement delivery at our discretion. If the rectification of defects fails twice, the customer/retailer may in principle demand a reduction in price or rescission of the contract at his discretion. In the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.
5. Our warranty extends only to the goods delivered by us, but not to any subsequent costs, such as labor, travel, etc.. Especially before further processing, the dealer is obliged to check the products for proper function.
6. We assume a warranty in relation to the individual goods ordered, but not for material collectives, unless this is expressly agreed with the customer.
7. The acceptance of claimed goods does not constitute an acknowledgement of a warranty claim.
    

§ 10 Complaint guidelines
Requirements for complaints under warranty is § 7.

1. Complaints must be submitted in writing via the order platform (menu item: Returns).
2. The invoice number, article number and reason for the complaint must be stated.
3. Unfree returns cannot be accepted.
4. We will check the goods and, if the complaint is justified, we will repair or exchange the goods.
5. If a repair or exchange of the goods into the same quality is not possible, we reserve the right to exchange the goods into goods of equal quality and price.
6. In no case we grant an advance exchange. In the case of an advance purchase, the dealer bears the sole risk.
    

§ 11 Goodwill guidelines
Under certain conditions, we allow our dealers to return only intact and originally packaged goods. Custom-made products, special equipment, remaining stock, discontinued items are excluded from exchange and return.

The return of intact goods leads to additional expenses on our part on the basis of which we charge a restocking fee of 25% of the net sales price of the goods according to your order.

§ 12 Retention of title

1. The delivered goods remain our property until full payment of the purchase price.
2. Until revoked, the dealer is authorized to sell the goods subject to retention of title in the ordinary course of business. In the event of the sale of the goods subject to retention of title, the dealer hereby assigns to us the claims against his customers to which he is entitled from the sale, including all ancillary rights. The dealer is revocably authorized to collect the assigned claims, but may not otherwise dispose of them. The dealer undertakes not to agree a prohibition of assignment with his customers insofar as our security rights are affected thereby. If a customer of the dealer insists on a prohibition of assignment, the dealer shall inform us thereof without delay. During the existence of the reservation of title, the dealer shall in particular be prohibited from pledging or assigning the goods as security.

3. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. It shall be deemed to be agreed that the dealer shall transfer ownership to us on a pro rata basis if the mixing of the item takes place in such a way that the dealer's item is to be regarded as the main item. The dealer shall preserve the sole ownership or co-ownership thus created for us.
    

§ 13 Availability reservation

If, after conclusion of the contract, we discover that the goods or services ordered are no longer available from us or cannot be supplied for legal reasons because the manufacturer no longer produces or distributes these goods or services for reasons of insolvency or closure of a company, we may either offer or supply goods or services of equivalent quality and price if these differ only slightly (e.g. color) with the same or similar function. In addition, we are free to withdraw from the contract without compensation. Already received payments will be refunded to the customer immediately after a withdrawal from the contract. If the order is placed on open account, the customer's account will be credited.

§ 14 Printing/typographical errors

Should we subsequently discover that an error has crept into the product details, the customer may again expressly confirm the order in writing under the valid conditions or by implication by paying the prescribed price. Otherwise, we are entitled to immediately withdraw from the contract, should a contract acceptance have already taken place. Excluded in this case are claims for damages.

§ 15 Sample delivery

1. A sample delivery is a sales promotion measure. The retailer gets the opportunity to order 1 piece per item at a discounted price. The request for a sample delivery must be specified when ordering.
2. If the goods are delivered as samples, they will be invoiced according to the agreed standard conditions.
3. Sample goods are excluded from exchange and return
    

§ 16 Product data provision

ISOLED® offers its registered customers the possibility to download the current product list including daily updated product availabilities as .csv file. Due to the dynamic LED development and increased customer requirements, the product range is constantly extended and changed. It is the customer's duty to update the files in regular intervals (recommended at least 1x per month).

§ 17 Data protection, change of address and copyright

1. The customer gives his consent that also the personal data included in the purchase contract will be stored and processed by us in an automated way in the fulfillment of this contract.
2. The customer is obligated to notify us of any changes in his residential or business address as long as the contractual legal transaction has not been completely fulfilled by both parties. If the notification is omitted, declarations shall be deemed to have been received even if they are sent to the last address notified.
3. Pictures, plans, sketches or other technical documents, as well as samples, catalogs, brochures, illustrations and the like shall always remain our intellectual property; the customer shall not be granted any rights of use or exploitation whatsoever. Exceptions to this rule are only possible upon request and against individual, written approval.
    

§ 18 Final provisions

1. Place of performance is our registered office in 6334 Schwoich, Austria. The exclusive place of jurisdiction for all disputes arising from and in connection with the concluded contract, including these terms and conditions, irrespective of the legal grounds, shall be Schwoich, with the proviso that we shall also be entitled to take legal action at the place of the customer's registered office or a branch office. This agreement on the place of jurisdiction shall also apply to contractual partners abroad.
2. All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively and without regard to conflict of law provisions by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980).
3. Amendments and supplements to the contract must be made in writing. This also applies to the written form requirement.
4. If a provision in these General Terms and Conditions or a provision within the scope of other agreements between us and the dealer is or becomes invalid, this shall not affect the validity of all other provisions or agreements. In place of the invalid provision, a provision shall be deemed to have been agreed which, as far as legally possible, comes as close as possible to what was intended by the contracting parties according to the original meaning and purpose of the invalid provisions in terms of place, time, extent and scope. The same shall apply in the event of a loophole in the contract.