General Terms and Conditions for Business Customers (B2B)
1. scope of application
1.1 The following terms and conditions apply exclusively to all legal relationships between customers and Isolena Naturfaservliese GmbH (hereinafter: ISOLENA), in particular to all enquiries, offers and orders, unless expressly agreed otherwise in writing. All offers, orders and other agreements, as well as any amendments or additions to them, are only legally binding for ISOLENA if they are confirmed in writing and signed by the company.
General terms and conditions of the customer shall not apply, even if ISOLENA does not object to them separately. If the customer does not agree with these terms and conditions, he must inform ISOLENA immediately in writing. In this case, ISOLENA is released from all obligations towards the customer, without the customer being entitled to any claims. The customer is entitled to withdraw from the contract if ISOLENA does not confirm the order even after a reasonable period of grace of not less than two weeks has been set in writing. The cancellation must be in writing.
1.2 Full or partial subcontracting of the order is permitted at any time and is expressly authorised by the customer. Several customers shall be jointly and severally liable for the fulfilment of contractual obligations.
2. price / payment
2.1 Unless otherwise agreed in writing, all prices are ex delivery point ISOLENA and also include the costs of packaging. The price does not include import charges, customs duties, value added tax, transport costs and insurance, as well as all fees and charges associated with payment, which shall always be borne by the customer. Changes in import charges, changes or new introduction of taxes or other duties in the country of production or in Austria as well as changes in exchange rates shall entitle ISOLENA to change the price accordingly. Cheques and bills of exchange will only be accepted by ISOLENA by special agreement and only on account of payment.
2.2 Unless otherwise agreed, invoice amounts are due for payment without any deduction within 14 days of invoicing. Notwithstanding this, all ISOLENA's claims become due immediately if payment terms are not met or circumstances become known which, in ISOLENA's opinion, are likely to reduce the creditworthiness of the customer (e.g. execution or legal action by third parties, change in the assessment of a credit insurer, etc.). In this case, ISOLENA is entitled, at its discretion, to provide outstanding deliveries and services only against advance payment or, after setting a grace period of 14 days for advance payment or securing payment, to withdraw from the contract and demand compensation for non-fulfilment. Furthermore, after notification to this effect by ISOLENA, the customer is prohibited from processing and/or handling as well as reselling the goods and may demand the return of the goods at the customer's expense at any time, to which the customer hereby gives its consent.
2.3 The right of the customer to fulfil his payment obligation in whole or in part by offsetting against warranty or compensation claims or other counterclaims or to withhold the purchase price is excluded. However, this does not apply to consumers within the meaning of the Consumer Protection Act in the event of ISOLENA's inability to pay or to counterclaims which are legally connected with the customer's liability, have been established by a court or have been recognised by ISOLENA.
2.4 Payments shall only have debt-discharging effect and shall only be recognised if they are made in full to the account notified by ISOLENA. Payments are first offset against ancillary charges, then against interest and finally against the capital.
2.5 In the event of late payment, interest on arrears in the amount of 5% pA shall be charged for consumers within the meaning of the Austrian Consumer Protection Act (KSchG) and in the amount of 9% pA for entrepreneurs above the base interest rate published by the Austrian National Bank at the time of the due date, as well as reminder fees. For each reminder sent by ISOLENAS, € 10 shall be agreed as a reasonable reminder fee. Furthermore, the customer undertakes to reimburse the costs of a lawyer, insofar as these are objectively necessary for the appropriate legal action and are reasonable in amount.
3. default of acceptance
If, for whatever reason, the customer does not take delivery of the goods as agreed, or does not do so on time or in full, ISOLENA shall be entitled to store the goods at the customer's risk and expense and the goods shall be deemed to have been delivered and approved in all respects in accordance with the contract upon storage. If the customer has still not taken delivery of the goods within 2 weeks of a written request, ISOLENA shall be entitled to sell goods that have already been paid for and the customer shall bear all associated expenses, costs and other disadvantages, irrespective of fault.
4 Risk, delivery periods and deadlines
4.1 Unless otherwise agreed in writing, the place of fulfilment and place of transfer of risk and costs shall be the respective supplying plant. Delivery shall be ExW (Incoterms 2000). Notwithstanding this, loading and transport of the goods shall in all cases be at the risk of the customer, even if the transport is carried out or arranged by ISOLENA as agreed.
4.2 Delivery periods and deadlines are always only approximate. A delay of up to four weeks shall in any case be deemed to be on time. Compliance with the delivery dates and delivery periods is also dependent on the fulfilment of the obligations and duties incumbent on the customer. In the event of a delay in acceptance or postponement of the delivery date requested or caused by the customer, the delivery and thus the transfer of risk shall be deemed to have taken place upon notification of readiness for dispatch. Compliance with the agreed delivery dates and deadlines shall also be subject to the occurrence of unforeseeable circumstances or circumstances beyond the control of the parties, such as force majeure (clause 7).
4.3 In the event of a delay in delivery, the customer must set ISOLENA a reasonable period of grace, which must be at least 10 working days. The customer is not authorised to reject partial deliveries.
5 Warranty / Liability
5.1 Decisive for the contractual condition of the goods is the time at which they leave ISOLENA's place of delivery. ISOLENA does not guarantee that the goods are suitable for a specific purpose. All statements made by ISOLENA regarding the usability of the goods are always non-binding and do not constitute an express guarantee of specific properties. The mechanical and physical properties stated on the Internet, in brochures, leaflets, etc. are only to be understood as guide values.
5.2 In the absence of a separate written agreement, ISOLENA is not obliged to subject sheep's wool to a protective treatment corresponding to the current state of science and technology by a company authorised to do so. Even in the event of such an agreement, ISOLENA is only liable for proof of appropriate protective treatment, but not for any defects and damage that may nevertheless occur, nor for any consequential damage.
5.3 The customer shall always bear the burden of proof that any defects were already present at the time of handover. After the mandatory acceptance test has been carried out by the customer, the notification of defects that are detectable during careful acceptance is excluded. Notification of defects must be received by ISOLENA in writing within 14 days of receipt of the goods, and with regard to hidden defects without delay, but at the latest within 14 days of their discovery - with the provision of the rejected goods or samples thereof. If the complaint is not made or not made in due time and the customer does not give ISOLENA the opportunity to satisfy itself of the existence of the alleged defect, in particular by simultaneously providing the goods or samples of the goods complained about, all claims of the customer based on this shall lapse. Furthermore, the Customer shall only have claims if he has completely fulfilled his payment and other contractual obligations. Claims against ISOLENAS in accordance with § 933b ABGB are expressly excluded.
5.4 ISOLENA is obliged to rectify defects which impair the agreed usability within 2 years of delivery/transfer of risk, insofar as these are due to material defects or faults in workmanship. Warranty-related work or deliveries shall not extend the original warranty period. Only the customer himself can make claims under the warranty.
5.5 The warranty claim is limited, at ISOLENA's discretion, to rectification or replacement of defective goods within a reasonable period or to a reduction in the purchase price. For those parts of the goods which ISOLENA has purchased from sub-suppliers, ISOLENA shall only be liable within the scope of the claims to which it is entitled and enforceable against sub-suppliers. Defects and damage resulting from negligent or improper handling or use of the goods by the customer are excluded from the warranty. All claims under warranty and the like shall lapse immediately if attempts are made by the customer or third parties to rectify defects in the delivered goods without ISOLENA's written consent.
5.6 The liability of ISOLENAS and persons attributable to it is excluded for slight and simple gross negligence and is limited to damage caused to the object of the delivery itself. In particular, liability for compensation for consequential damage, loss of profit and pure financial loss is excluded. Furthermore, ISOLENAS' liability is limited to the benefit from a business liability insurance and, in addition, to the order value of the delivery on which the respective claim is based.
5.7 In particular, the customer is obliged to provide ISOLENA in good time and in full with all instructions and information that are recognisably of interest for the preparation of the cost estimate, project planning and other processing.
6. reservation of title
ISOLENA retains title to the delivered goods until the purchase price has been paid in full. The assertion of the retention of title by ISOLENA shall not be deemed a cancellation of the contract. The customer is not permitted to process or resell the goods before full payment has been made. If the goods are treated or processed, SOLENA is entitled to the resulting co-ownership share in the ratio of the value of the delivered goods to the value of the overall item.
7. force majeure
7.1 The occurrence of unforeseeable circumstances or circumstances independent of the will of the parties, in particular all cases of force majeure, such as warlike events, official interventions and prohibitions affecting operations or operating materials, transport delays, traffic disruptions, machine breakdowns, energy and raw material shortages, labour disputes, etc., entitle ISOLENA to extend the delivery dates and deadlines in accordance with the extent and duration of these circumstances and their consequences, without the customer being entitled to assert any claims, in particular a claim for damages.
right to withdraw from the contract or derive a claim for damages or warranty. In the event of such circumstances, however, ISOLENA is also entitled to cancel the order in whole or in part without this giving rise to any claims on the part of the customer.
8. cancellation of the contract
8.1 ISOLENA is entitled to withdraw from the contract if a) the execution of the delivery or the start or continuation is impossible for reasons for which the customer is responsible, or is further delayed despite the setting of a grace period of 3 weeks, b) concerns have arisen regarding the solvency of the customer, for example also due to execution or legal action by third parties, if the customer does not make an advance payment or provide security at ISOLENA's request within 2 weeks, c) the customer is more than 2 weeks in arrears with a due payment despite a reminder, d) compliance with the agreed delivery or performance deadline is made impossible or unreasonably difficult due to unforeseeable circumstances or circumstances independent of the will of the parties, such as all cases of force majeure. or performance deadline due to unforeseeable circumstances or circumstances independent of the will of the parties, such as all cases of force majeure, becomes impossible or unreasonably difficult. These circumstances also authorise withdrawal from the contract if they occur with contracted companies. ISOLENAS may also withdraw from the contract for the aforementioned reasons with regard to an outstanding part of the delivery or services.
8.2 If bankruptcy or equalisation proceedings are instituted against the customer's assets, or if a corresponding application is rejected for lack of assets to cover costs, ISOLENA is entitled to withdraw from the contract without setting a grace period.
8.3 Without prejudice to ISOLENA's claim for damages, in the event of cancellation, services or partial services already provided shall be invoiced and paid for in accordance with the contract. This shall also apply if the delivery or service has not yet been accepted by the customer, as well as for preparatory actions already performed by ISOLENA.
8.4 In the event of non-fulfilment of the contract by the customer, ISOLENA is in any case entitled to charge a cancellation fee amounting to 10% of the total gross order volume - irrespective of any claim for damages.
9 Warranty and guarantees
The statutory liability for defects applies. Information on any additional guarantees that may apply and their exact conditions can be found with the product and on special information pages in the online shop.
Customer service: You can reach our customer service for questions, complaints and claims MO-TO 7:30 - 16:30, FR 7:30-12:00 by phone +43 (0) 7277 2496-0 or by e-mail at office@lehner-wool.com.
10. freight regulations
10.1 We endeavour to obtain the best possible price-performance ratio for our customers from the carriers. The price according to the freight price list table includes a "standard consignment". It is also possible to book additional services with the carrier. If additional services are not booked and additional costs are incurred due to a second delivery, these will be invoiced subsequently. Unfortunately, delivery to PO boxes is not possible. If no reply is sent, it is assumed that the standard consignment is in order. The following requirements must be met at the unloading point for a standard forwarding delivery: Forklift available for unloading, access by articulated lorry is possible.
10.2 If you wish to use the chargeable delivery service for a forwarding and parcel service delivery, the following information should be sent: Customer name, telephone number, order number, delivery address, if not available.
10.3 Euro pallet exchange is not possible for Switzerland, the freight prices according to the table are exclusive of customs costs.
10.4 Terms of delivery EXW ex works: Please note our collection times from Monday to Friday 07:00-14:00, collection address: Isolena Naturfaservliese GmbH, Klosterstraße 20, 4730 Waizenkirchen, Austria
The Form to book additional services, please complete and send to office@lehner-wool.com.
11. final provisions
11.1 Cancellation or adjustment of contracts by the customer due to error or laesio enormis is excluded - subject to mandatory provisions of the Austrian Consumer Protection Act (KSchG).
11.2 Should individual provisions of these terms and conditions be legally invalid, the remaining provisions shall remain valid. The customer agrees that ISOLENA shall replace the invalid provision with a legally valid, economically and legally equivalent provision. The same applies to any loopholes. Amendments and additions to the conditions laid down here must be made in writing to be effective.
11.3 All legal relationships with customers are subject exclusively to Austrian law. The provisions of the version of Incoterms 2000 valid at the time of conclusion of the contract shall apply, unless the delivery contract or the present terms and conditions provide otherwise. The application of the Convention on Contracts for the International Sale of Goods (UNCITRAL Sales Convention) and of international conflict of laws provisions is expressly excluded.
11.4 The exclusive place of jurisdiction for disputes arising from business transactions based on these terms and conditions is the court with subject-matter and local jurisdiction at the registered office of the ISOLENAS delivery centre. Notwithstanding this, the court in whose district the domicile, habitual residence or place of employment of the consumer is located shall have jurisdiction for actions against consumers within the meaning of the Austrian Consumer Protection Act (KSchG).