Terms and Conditions (B2B)
1. SCOPE OF APPLICATION
1.1 For all legal relations between customers and Isolena Naturfaservliese GmbH (hereinafter referred to as ISOLENA), in particular for all enquiries, offers and orders, the following terms and conditions shall apply exclusively, unless expressly agreed otherwise in writing. All offers, orders and other agreements as well as their amendment or supplementation are only legally binding for ISOLENA if they are confirmed in writing and signed by the company.
General terms and conditions of the customer do not apply, even if ISOLENA does not object to them separately. Should the customer not agree with these conditions, he has to 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 carry out the order confirmation, even after having set a reasonable period of grace of not less than 2 weeks in writing. The withdrawal has to be in written form.
1.2 A complete or partial transfer of the order to subcontractors is permissible at any time and the customer's consent is explicitly given for this. Several customers are 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, VAT, transport costs and insurance, as well as all fees and expenses connected with the payment, which are always at the expense of the customer. Changes of the import charges, changes or new introduction of taxes or other charges in the country of production or in Austria as well as changes of the exchange rate entitle ISOLENA to a corresponding price change. Cheques and bills of exchange are only accepted by ISOLENA after separate agreement and only on account of payment.
2.2 In the absence of any agreement to the contrary, invoiced amounts are due for payment without any deduction within 14 days after invoicing. Deviating from this, all claims of ISOLENAS will become due immediately, if terms of payment are not met or circumstances become known, which, in the opinion of ISOLENAS, are suitable to reduce the creditworthiness of the customer.
which, in ISOLENA's opinion, are suitable to reduce the creditworthiness of the customer (e.g. execution or legal action also of third parties, change in the assessment of a credit insurer etc.). In this case ISOLENA is entitled, at its own discretion, to provide outstanding deliveries and services only against advance payment or to withdraw from the contract after setting a period of grace of 14 days for the advance payment or the securing of the payment and to claim damages for non-fulfilment. Furthermore, after notification of this by ISOLENA, the customer is forbidden to process and/or handle as well as resell the goods and can demand the return of the goods at the customer's expense at any time, to which the customer already now gives his consent.
2.3 The right of the customer to fulfil his payment obligation by offsetting it against warranty claims or claims for damages or other counterclaims in whole or in part or to withhold the purchase price is excluded. However, this does not apply to consumers in the sense of the KSchG in case of ISOLENA's insolvency or to counterclaims which are legally connected to the purchaser's liability, which have been determined by a court or which have been acknowledged by ISOLENA.
2.4 Payments only have a debt-discharging effect and are only recognised if they are made in full to the account notified by ISOLENA. Payments will first be set off against incidental expenses, then against interest and finally against the capital.
2.5 In case of default of payment, consumers within the meaning of the KSchG will be charged default interest in the amount of 5% p.a., entrepreneurs in the amount of 9% p.a. above the base interest rate announced by the Austrian National Bank at the time of the due date and, in addition, reminder charges. For each reminder ISOLENAS agrees on € 10 as reasonable reminder charges. Furthermore, the customer undertakes to reimburse the costs of a lawyer, insofar as these are objectively necessary for the appropriate prosecution and are reasonable in amount.
3. DEFAULT OF ACCEPTANCE
If the agreed acceptance of the goods by the customer does not take place, not in time or not completely, for whatever reason, ISOLENA is entitled to store the goods at the risk and expense of the customer and the goods are considered to be delivered and approved in every respect according to the contract with the storage. If the customer has still not taken over the goods within 2 weeks after a written request, ISOLENA is entitled to sell the goods, even if they have already been paid for all expenses, costs and other disadvantages connected with this, irrespective of his fault.
4. RISK, DELIVERY PERIODS AND DATES
4.1 In the absence of any written agreement to the contrary, the place of performance and the place of transfer of risk and costs shall be the respective delivery plant. Delivery shall be made ExW (Incoterms 2000). Irrespective of this, loading and transport of the goods are in all cases at the risk of the customer, even if the transport is carried out or arranged by ISOLENA according to the agreement.
4.2 Delivery periods and dates are always considered to be approximate. An under- or overrun of up to four weeks is in any case still considered to be on time. Compliance with the delivery dates and delivery periods is furthermore 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 been effected 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 independent of the parties' will, such as force majeure (section 8).
4.3 In case of delay in delivery, the customer has to set ISOLENA a reasonable period of grace, which has to comprise at least 10 working days. The customer is not entitled to reject partial deliveries.
5. WARRANTY / LIABILITY
5.1 Decisive for the contractual condition of the goods is the time of leaving ISOLENA's place of delivery. ISOLENA does not guarantee that the goods are suitable for a certain purpose. All statements made by ISOLENA regarding the usability of the goods are always non-binding and do not represent an explicit assurance of certain characteristics. The mechanical and physical properties stated on the internet, in brochures, leaflets etc. are only to be understood as reference 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 respective state of science and technology by a company authorised to do so. Even in the case of such an agreement ISOLENA is only liable for the proof of an appropriate protective treatment, but not for any defects and damages as well as possible consequential damages.
5.3 The customer always bears the burden of proof that any defects were already present at the time of handover. After the customer has carried out the obligatory acceptance test, the notification of defects that can be detected during careful acceptance shall be excluded. Notices of defects must be received by ISOLENA in writing within 14 days after receipt of the goods, with regard to hidden defects immediately, at the latest, however, within 14 days after their discovery - by providing the goods complained about or samples thereof - in writing to ISOLENA. If the complaint is not made or not made in due time and if the customer does not give ISOLENA the opportunity to convince itself of the existence of the alleged defect, in particular by simultaneously providing the rejected goods or samples thereof, all claims of the customer based on this will lapse. Furthermore, claims of the customer only exist if he has completely fulfilled his payment and other contractual obligations. A claim against ISOLENA according to § 933b ABGB is expressly excluded.
5.4 ISOLENA is obliged to remedy defects affecting the agreed usability within 2 years from delivery/transfer of risk, insofar as these are based on material defects or faulty workmanship. The original warranty period is not extended by warranty-related work or deliveries. Claims under the warranty can only ever be made by the customer himself.
5.5 The warranty claim is limited, at ISOLENA's discretion, to rectification of defects or replacement of defective goods within a reasonable period of time or to a reduction of the purchase price. For those parts of the goods which ISOLENA has purchased from sub-suppliers, ISOLENA is only liable within the scope of the enforceable claims against sub-suppliers. Excluded from the warranty are such defects and damages which result from negligent or improper handling or use of the goods by the customer. All claims under warranty and the like shall expire immediately if the customer or a third party attempts to remedy a defect in the delivered goods without ISOLENAS' written consent.
5.6 The liability of ISOLENAS and persons attributable to ISOLENAS is excluded for slight as well as plain gross negligence and is limited to damages caused to the object of the delivery itself. In particular, liability for compensation of consequential damage, loss of profit and pure financial loss is excluded. ISOLENAS' liability is furthermore limited to the benefit from a public liability insurance and furthermore to the order value of the delivery underlying the respective claim.
5.7 The customer is in particular obliged to give ISOLENA in due time and completely all indications and information which are of recognisable interest for the preparation of the cost estimate, the project planning and other processing.
6. RESERVATION OF OWNERSHIP
ISOLENA reserves the right of ownership of the delivered goods until the purchase price has been paid in full. The assertion of the retention of title by ISOLENA is not considered as a withdrawal from the contract. The customer is prohibited to treat and/or process the goods and to resell them before full payment has been made. In case of treatment or processing of the goods SOLENA is entitled to the resulting co-ownership share in proportion of the value of the delivered goods to the value of the total object.
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, interventions and prohibitions by the authorities, concerning the operation or operating materials, transport delays, traffic disruptions, machine breakdowns, lack of energy and raw materials, labour conflicts etc. entitle ISOLENA to extend the delivery dates and deadlines according to the extent and duration of these circumstances and their consequences, without the customer being able to derive any claims from this, in particular a right to withdraw from the contract or a claim for damages or warranty.
ISOLENA is, however, also entitled to cancel the order in whole or in part in the event of such circumstances, without the customer being entitled to any claims arising from this.
8. WITHDRAWAL FROM 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 the beginning or the continuation of the delivery is impossible for reasons for which the customer is responsible, or is further delayed in spite of the setting of a period of grace of 3 weeks, b) doubts regarding the solvency of the customer have arisen, e.g. also due to execution or legal action of third parties, if the customer does not make an advance payment or provide security within 2 weeks upon request of ISOLENA, c) the customer is more than 2 weeks in arrears with a due payment in spite of a reminder, d) the adherence to the agreed delivery or performance period is not possible due to unforeseeable or performance period becomes impossible or unreasonably difficult due to unforeseeable circumstances or circumstances independent of the will of the parties, such as all cases of force majeure. These circumstances also entitle the customer to withdraw from the contract if they occur at contracted companies. ISOLENA's withdrawal can also be declared with regard to an outstanding part of the delivery or the services for the reasons stated.
8.2 If bankruptcy or composition proceedings are instituted against the assets of the customer, or if a corresponding application is rejected due to a lack of cost-covering assets, 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 case of withdrawal, services or partial services already rendered have to be settled and paid according to the contract. This also applies as far as the delivery or service has not yet been taken over by the customer, as well as for preparatory actions already carried out by ISOLENA.
8.4 In case of non-fulfilment of the contract by the customer, ISOLENA is in any case entitled to charge a cancellation fee in the amount of 10% of the gross total order volume - irrespective of a possible claim for damages.
9. WARRANTY AND GUARANTEES
The statutory liability for defects applies. Information on any applicable additional guarantees 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 objections on weekdays from 8:00 a.m. to 5:00 p.m. under the telephone number +43 (0) 7277 2496-0 and by e-mail at firstname.lastname@example.org.
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 shipment". 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 post office boxes is not possible. If no reply is sent, it is assumed that the standard item is in order. The following conditions must be met at the unloading point for a standard forwarding delivery: forklift truck for unloading is available, access with truck semi-trailer 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 For Switzerland, the Euro pallet exchange is not possible, the freight prices according to the table exclude customs costs.
11. FINAL PROVISIONS
11.1 The contestation or adjustment of contracts by the customer due to error or laesio enormis is excluded - subject to mandatory provisions of the 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 determines a legally effective, economically and legally equivalent provision instead of the ineffective provision. The same applies to possible gaps. Amendments and supplements to the terms and conditions stipulated herein require the written form in order to be effective.
11.3 All legal relationships with customers shall be governed exclusively by Austrian law. The provisions of the version of Incoterms 2000 in force at the time of the 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) as well as of international reference provisions is expressly excluded.
11.4 The exclusive place of jurisdiction for disputes arising from business cases on the basis of these terms and conditions is the court which is factually and locally competent according to the registered office of ISOLENAS. Notwithstanding the foregoing, the court in whose district the consumer's domicile, habitual residence or place of employment is located shall have jurisdiction for actions against consumers within the meaning of the Consumer Protection Act (KSchG).