General Terms and Conditions
Terms and conditions of delivery and payment of Isetron Industrie-Sicherheits-Elektronik GmbH

Preamble
I. Ordering and acceptance of orders
II. Delivery time/scope of delivery
III. Dispatch
IV. Liability for defects
V. Liability for neglect of duty in other respects on the part of the supplier
VI. Nature and condition of the product ….
VII. Prices
VIII. Terms of payment
IX. Reservation of title
X. Salvatore clause
XI. The supplier’s right to withdrawal
XII. Place of performance and jurisdiction

The general terms and conditions below apply solely to transactions which are concluded directly with the firm of ISETRON in Sande, Germany. In the case of purchase orders concluded with international marketing partners, the general terms and conditions of the relevant partner are decisive.

All offers and sales made are on the basis of the following conditions:
ISETRON is hereinafter referred to as the “supplier”, and the customer is referred to as the “purchaser”.

Preamble
Contractual provisions which are agreed on an individual basis within the contractual relationship take precedence over the “Terms and conditions of delivery and payment”. If any individual provisions are invalid, then this shall not affect the validity of the remaining provisions. Our details of the object of delivery and performance (e.g. drawings, illustrations, weights, dimensions, utility values etc) are to be taken as approximate. They are not assured characteristics, but are descriptions or identifications of the goods. Any of the purchaser’s conditions which we do not specifically acknowledge are not binding on us, even if, in individual cases, we do not raise any objections to them. Divergent subsidiary agreements must be in writing.

I. Ordering and acceptance of orders
( 1 ) All orders which the purchaser places directly with the supplier or through field workers must be confirmed by us in writing in order to be accepted.
( 2 ) We specifically reserve the right, within the framework of technical progress, to make deviations from the articles which are ordered or delivered, in particular in respect of materials and design.

II. Delivery time/scope of delivery
( 1 ) If a delivery time has been agreed, then the following applies: The delivery dates stated by the purchaser are not binding unless the supplier specifically confirms them in writing as a “binding date of delivery”. They refer to the time of dispatch of the consignment and are kept to when the purchaser is informed that the goods are ready for dispatch.
( 2 ) Delivery periods only commence when agreement has been reached in respect of all details of the delivery, including the technical design of the object of delivery. If, following the confirmation of the order, the purchaser calls for an alteration, and if we agree to this, then the delivery period only commences with confirmation of the last alteration.
( 3 ) Delivery periods are extended – without prejudice to our rights resulting from default on the part of the purchaser – by the period of time by which the purchaser fails to meet his obligations towards us in respect of this or other contracts (e.g. securities or payments). This applies correspondingly to the delivery periods.
( 4 ) In other respects, in the case of a default for which the supplier bears the responsibility, the purchaser is only entitled to assert further rights when an additional period of time of at least 3 weeks following the start of the default has expired without results.

III. Dispatch
( 1 ) Dispatch of the goods takes place from the supplier’s registered office for the account and at the risk of the purchaser. In the absence of any special agreements, the supplier is free in his choice of the transport company and the means of transport. In this case, the risk is also transferred to the purchaser when dispatch takes place from the supplier’s registered office if freight-free delivery has been agreed.
( 2 ) If dispatch is delayed for reasons which are the responsibility of the purchaser, then risk is transferred to the purchaser at the time the goods are ready for dispatch. Any costs incurred as a result of the delay (in particular warehouse costs) shall be borne by the purchaser.

IV. Liability for defects
( 1 ) The purchaser is obliged to examine the goods immediately after they are delivered and to inform the supplier immediately (at the latest two working days after delivery) and in writing of the existing defects. Defects about which a late complaint is made, i.e. contrary to the above obligation, will not be taken into account by the supplier and are excluded from the liability for defects. Notifications of defects will only be recognized as such by the supplier if they are made in writing. Notifications of defects which are asserted to field workers or transport companies are not deemed to be correct notifications within the time stipulated.
( 2 ) In the event that the goods must be returned to the supplier because a defect makes their return necessary, this can only take place with the supplier’s prior agreement to this. The supplier does not need to accept consignments which are returned without his prior agreement. In this case, the purchaser shall bear the costs incurred in returning the consignment.
( 3 ) In the event that improvement or delivery of a replacement is effected on the basis of a justified complaint, the regulations regarding the delivery time shall apply accordingly.
( 4 ) The existence of a complaint which has been established as such and a defect about which a complaint has been correctly submitted justifies the following rights on the part of the purchaser:
( a ) First, in the event of defectiveness, the purchaser has the right to call for subsequent fulfilment on the part of the supplier. The supplier, at his own discretion, has the right to choose whether to make a new delivery or whether to repair the defect.
( b ) Furthermore, if an attempt at subsequent fulfilment is unsuccessful, the supplier has the right to carry out another subsequent fulfilment, again at his own discretion. Only if the second attempt at subsequent delivery is unsuccessful is the purchaser entitled to withdraw from the contract or to reduce the purchase price.
( 5 ) Solely in the case of gross negligence or deliberate infringement of the obligation to deliver goods which are free of defects can the purchaser call for compensation or the compensation for expenses incurred in vain. He shall provide proof of the reason for and the amount of the losses incurred. The same applies to the expenses incurred in vain.
( 6 ) The limitation period for buyers in actions for breach of warranty in respect of the goods which are the object of purchase is 12 months following delivery. In each case the supplier shall prove that the defect existed at the time of delivery.

V. Liability for neglect of duty in other respects on the part of the supplier
Notwithstanding the provisions relating to the liability for defects as well as to other special arrangements contained in these provisions, the following provisions shall apply in cases of neglect of duty on the part of the supplier:
( 1 ) The purchaser shall grant the supplier a reasonable period of time for subsequent fulfilment, this period to be of not less than three weeks and to be agreed between the supplier and the purchaser. Only after the period of time granted for subsequent fulfilment has expired unsuccessfully can the purchaser withdraw from the contract or call for compensation.
( 2 ) The purchaser can only assert a claim for compensation in cases of gross negligence of deliberate dereliction of duty on the part of the supplier. The amount of compensation instead of the performance (in the case of non-fulfilment, § 280 III in connection with § 281 BGB) as well as the loss caused by delay (§ 280 II in connection with § 286 BGB) is limited to the loss incurred by relying on the validity of a declaration, compensation for services which have not been rendered or not rendered as owed (§ 282 BGB) is limited to the amount of the purchase price. Compensation in place of performance while excluding the obligation to perform a contract (impossibility) is excluded.
( 3 ) If the purchaser bears sole or predominant responsibility for circumstances which would entitle him to withdraw from the contract, or if the circumstance which would entitle him to withdraw from the contract occurred during the period of the purchaser’s default in taking delivery, then withdrawal from the contract is excluded.

VI. Nature and condition of the product ….
The supplier does not assume any procurement risks or any other guarantees whatsoever unless a specific written agreement has been concluded with the purchaser in this respect.
( 1 ) The supplier is only liable in respect of the suitability of the goods for specific purposes of use if the nature and condition were expressly assured. In all cases the nature and condition of the goods are only deemed to have been agreed on as per the description of the product in the confirmation of order, the system descriptions or the supplier’s product information. Public statements or advertising do not represent the nature and condition according to contract.

VII. Prices
Calculation of prices is ex supplier’s registered office, in EURO, plus the currently valid sales tax. The prices are valid for the scope of performance and delivery stated in our confirmations of order. Additional or special performance will be charged for separately. The calculation of the additional charge for increases in the costs of materials will be shown separately on the basis of current prices.

VIII. Terms of payment
( 1 ) All invoices, commencing on the supplier’s invoice date, are to be paid with 30 days net cash (excluding tool invoices).
( 2 ) If the period allowed for payment is exceeded, and following the issuing of a reminder, interest on payments in arrears of 8% over the basis rate shall be paid in respect of the invoice amount.
( 3 ) If cheques or drafts are not credited punctually by the drawee, then at this time all other existing claims on the part of the supplier in respect of the purchaser become due for payment. All other periods allowed for payment lapse. This also applies if a claim has not been paid when it is due.
( 4 ) With the exception of undisputed or final and absolute claims, the withholding of payment or the offsetting of payment on the grounds of the purchaser’s existing counter-claims is excluded.
( 5 ) All the supplier’s claims against the purchaser, irrespective of the legal relationship involved, are due for immediate payment if a state of affairs arises which, in accordance with legal or contractual provisions, entitles the supplier to withdraw from the contract.

IX. Reservation of title
( 1 ) All goods delivered by the supplier remain his property until the purchase price has been paid in full and until complete settlement of all claims resulting from the commercial relationship (extended reservation of title) have been met in full. Any kind of disposal whatsoever by the purchaser involving the goods to which title has been reserved is only permitted in the purchaser’s ordinary course of business. However, under no circumstances may the goods be transferred to third parties by way of security in the ordinary course of business.
( 2 ) In the event of the sale of the goods in the normal course of business, the purchase price paid takes the place of the goods. The purchaser herewith assigns to the supplier all claims resulting from any possible sale. The purchaser is authorized to collect the sum due for as long as he fulfils his financial obligations in respect of the supplier. With regard to the extended reservation of title (assignment of future claim in respect of each claim for the purchase price), assignment to third parties, in particular to a financial institution, is contrary to the terms of the contract and hence not permitted. The supplier is entitled to inspect the purchaser’s sales documentation at any time and to inform his customer(s) of the assignment.
( 3 ) If the purchaser’s claim resulting from the resale has been included in a current account, then the purchaser herewith also assigns to the supplier his claim from the current account in respect of his customer. The assignment is for the sum for which the supplier had charged the purchaser for the goods to which title had been reserved and which had been resold.
( 4 ) In the event of an attachment of the goods on the purchaser’s premises, the supplier shall be informed immediately together with a copy of the debt enforcement report and an affidavit that the goods which have been attached are the goods which were delivered by the supplier and to which title has been reserved.
( 5 ) If the value of the securities as per the above paragraphs in this clause will exceed by more than 20% and for the foreseeable future the amount of the outstanding claims which they secure, the purchaser is entitled to call upon the supplier to release securities insofar as the excess exists.
( 6 ) The assertion of the supplier’s rights resulting from the reservation of title does not release the purchaser from his contractual obligations. The value of the goods at the time they are taken back will only be offset against the supplier’s existing claim against the purchaser.
( 7 ) The processing or transformation of the goods to which title has been reserved takes place for us as manufacturers within the meaning of § 950 BGB without binding us. The processed or transformed goods are goods to which title has been reserved within the meaning of this agreement. If the customer processes or transforms the goods with other goods which are not in our possession, we are entitled to co-ownership of the new goods in the ratio of the invoice value of the goods to which title has been reserved to the amount of the invoice value of the other goods used and of the value of the processing or transformation. The customer shall store the new goods for us at his own expense. If the goods to which title has been reserved are mixed with or connected to other objects and in consequence our ownership of the goods to which title has been reserved lapses (§§ 947, 948 BGB), then the purchaser’s rights in respect of ownership or co-ownership of the mixed stock or the uniform goods shall be transferred to us in the ratio of the invoice value of our goods to which title has been reserved to the sum of the invoice value of the other mixed or connected goods. The customer shall store the goods for us at his own expense.

X. Salvatore clause
If individual regulations of the contract should be quite or partially ineffective including these regulations, or the contract should contain a gap, the effectiveness of the remaining regulations or parts of such regulations remains untouched. Instead of the ineffective or lacking regulations, the respective lawful regulations come into force

XI. The supplier’s right to withdrawal
The supplier is entitled to withdraw from the contract for the following reasons:
( a ) If, contrary to the assumption existing prior to the conclusion of the contract, it transpires that the purchaser is not creditworthy. Absence of creditworthiness can be assumed ipso jure in the event of a protest in respect of a bill of exchange or cheque, suspension of payments by the purchaser, or an unsuccessful attempt at foreclosure in respect of the purchaser. It is not necessary for these to relate to the relationships between the supplier and the purchaser.
( b ) If it transpires that the purchaser has made incorrect statements regarding his creditworthiness and these statements are of material importance.
( c ) If the supplier’s goods to which title has been reserved are sold other than in the regular course of business, in particular by transferring them as security or by pledging them. The only exceptions are if the supplier has provided his written agreement to the sale.

XII. Place of performance and jurisdiction
( 1 ) Insofar as the purchaser is an entrepreneur or a legal person under public law or a separate fund under public law, the supplier’s registered office is the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. All obligations resulting from the contractual relationship shall be met at the supplier’s registered office.
( 2 ) In this case, and in particular in respect of cross-border deliveries, German law applies.
( 3 ) The English-language version of this contract is provided for reference purposes only. The German language version has sole legal validity.