General terms and conditions
§1 Scope of Application
These General Terms and Conditions of Business and Delivery (GTC) shall apply to business relations between the company Iseli + Co. AG (hereinafter referred to as ISELI) and its customers and business partners worldwide (hereinafter referred to as "Customer") in the respective current version.
§2 Offer, Quotation
Descriptions of products on the Internet, in brochures, price lists and the like shall not be binding without written confirmation by ISELI.
Offers and quotations of ISELI shall be without engagement.
§3 Placing of orders
An order shall be deemed to be accepted by ISELI and the scope of delivery to be determined only after ISELI has confirmed it in writing by means of an order confirmation.
In case of an order for immediate delivery, also orally or by telephone, ISELI's terms of delivery shall apply; in this case the delivery bill or the invoice shall be deemed to be the order confirmation.
ISELI expressly reserves the right to adapt the order received to technical modifications as well as changes in shape, color and/or weight. However, there shall be no obligation to do so. Any changes requested by the Buyer at a later date shall be subject to a charge.
ISELI reserves the property rights and copyrights to illustrations, drawings, calculations or other information of a tangible and intangible nature - also in electronic form. They may not be made accessible to third parties without ISELI's prior consent.
The performance of the contract shall be subject to correct and timely self-delivery by our supplier. The Buyer shall be informed immediately of any non-availability of the performance. A delay in delivery shall neither entitle the Buyer to withdraw from the contract nor to claim direct or indirect damages caused by the delay. However, in such cases ISELI shall be entitled to withdraw from the contract in whole or in part.
§4 Prices and Payment
All prices are quoted EXW (ex works) unless otherwise agreed. Packaging and transport costs shall be borne by the Buyer and shall be invoiced additionally.
If ISELI becomes aware of a significant deterioration of the financial situation of the Buyer after the conclusion of the contract, ISELI shall be entitled to demand advance payment. Likewise, ISELI shall be entitled under such circumstances to withhold deliveries not yet made in whole or in part and/or to withdraw from the contract in whole or in part.
In the absence of a special agreement, the terms of payment shall be as follows:
30% upon order confirmation 50% two weeks prior to delivery date 20% upon final invoice.
Payment is due within 10 days of the date of issue.
The delivery period indicated by ISELI shall commence with the dispatch of the order confirmation.
The shipment of the goods shall be at the risk of the Buyer. The risk shall pass to the Buyer when the goods are handed over to a forwarding agent or to the post office, but at the latest when the goods are dispatched from ISELI's warehouse, even if the transport costs are borne by ISELI. Insurance against transport damages shall only be taken out upon the express written request of the Buyer and at the Buyer's expense. The assertion of claims against the companies liable for transport damages shall be the exclusive responsibility of the Buyer.
The agreed delivery period shall be observed whenever possible. The delivery period shall be deemed to have been complied with if the goods have left the factory or notification of readiness for shipment has been given by the time the delivery period expires.
The indication of delivery times by ISELI shall in principle not be part of the contractual obligation to perform. Deadlines and dates shall only be approximate unless they have been expressly guaranteed in the order confirmation.
Delays in delivery and performance due to force majeure (war, fire, strike, operational disruptions of the upstream supplier or of us, etc.) as well as unforeseeable official measures shall entitle ISELI to postpone the delivery or performance by the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
ISELI is expressly granted the right to make partial deliveries.
Deliveries on call shall be expressly agreed. In case of sale of business, mergers and the like, the existing contracts shall be taken over by the legal successor of the Buyer.
The safety regulations shall be complied with.
The Buyer shall be obliged to inspect the delivered goods immediately upon receipt and to notify ISELI in writing of any defects for which ISELI is liable within 10 days after delivery.
Returns shall only be accepted after prior notification. Returns due to incorrect orders shall be credited to the Purchaser at 60 %.
Wrong deliveries can be returned at any time. A full credit note will be issued.
The return and transport costs are always borne by the customer, even in the case of returns. Return shipments are always made at the risk and liability of the purchaser.
§7 Assembly, commissioning
Unless otherwise agreed, assembly, commissioning and demonstration work shall be remunerated separately and without deduction. Preparation, travel and waiting times shall be charged as working time. Already before the arrival of ISELI's fitters, the necessary substructure must be completed and the equipment must be ready at the installation site.
The Buyer undertakes to provide ISELI's fitters with the necessary lifting gear, auxiliary personnel, materials, etc. in due time and free of charge, even in case the assembly is included in the price of the individual deliveries or in case a lump sum has been agreed upon for the assembly. If the Buyer does not comply with this obligation, the delivery, performance, assembly and completion/commissioning dates stated by ISELI shall become invalid. Subsequent costs shall be charged to the Buyer. The preparations for the commissioning of a machine shall be made by the Purchaser, including the electrical connection of the machine.
ISELI excludes any liability, irrespective of its legal basis, as well as claims for damages against ISELI and any auxiliary persons and vicarious agents. In particular, ISELI shall not be liable for indirect damages and consequential damages, loss of profit or other personal injury, property damage and pure financial loss of the Buyer. Any further mandatory statutory liability, for example for gross negligence or unlawful intent, shall remain reserved.
§9 Warranty / Defects
The warranty period is 12 months from the date of commissioning or the date of delivery.
The Buyer shall inspect the delivered goods immediately upon receipt and notify ISELI in writing of any obvious defects for which ISELI provides warranty within 10 days after delivery.
Defects which have not been detected shall be reported in writing immediately after they have come to ISELI's attention. Replaced parts shall become the property of ISELI.
The warranty service shall be limited to the repair of the defect free of charge. Of the direct costs arising from the rectification or replacement delivery, ISELI shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified.
ISELI shall also bear the costs of dismantling and installation as well as the costs of providing the necessary fitters and assistants, if any, including travel expenses.
If the complaint turns out to be unjustified, the Buyer shall be obliged to reimburse ISELI for the costs incurred by the examination of the complaint on the basis of ISELI's current price list.
No warranty shall be assumed in particular in the following cases:
Unsuitable or improper use, faulty assembly or commissioning by the Buyer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - unless ISELI is responsible for them.
In the event of natural wear and tear (wear and tear) or if the delivery item has been modified in such a way that the cause of the defect can no longer be identified or if the Purchaser himself carries out or has carried out repair work on defective parts after installation and repairs, or if the Purchaser disregards the maintenance and operating instructions applicable to the delivery item and the defect has arisen.
In the case of damage caused by climatic influences.
If the Purchaser or a third party carries out improper repairs, any warranty of ISELI shall lapse. The same shall apply to modifications of the delivery item made without ISELI's prior consent.
Under no circumstances shall the Customer be entitled to claim compensation for damages which have not occurred to the delivered goods themselves, such as, in particular, loss of production, loss of use, loss of orders, loss of profit or other pure financial losses.
§10 Retention of title
The delivered goods shall remain the property of ISELI until the invoice has been paid in full. The Buyer shall be obliged to cooperate in any measures required for the protection of the property. In particular, upon conclusion of the contract he authorizes ISELI to enter the reservation of title in public registers at his own expense in accordance with the statutory provisions and to comply with all formalities in this respect. Changes of address shall be notified.
ISELI shall be entitled to insure the goods against theft and other damage at the Customer's expense until the transfer of ownership to the Customer, unless the Customer can prove that he has taken out such insurance himself.
§11 Use of software
Insofar as software is included in the scope of delivery, the Purchaser shall be granted a non-exclusive right to use the software, including its documentation. The software may not be modified by third parties.
§12 Duty of the Purchaser to notify
The Purchaser shall inform ISELI immediately upon request whether and, if so, to which company a resale or a transfer of delivered machines takes place.
§13 Final Provisions
If individual provisions of these General Terms and Conditions are void and/or ineffective in whole or in part, the validity and/or effectiveness of the remaining provisions or parts of such provisions shall remain unaffected. The invalid and/or ineffective provisions shall be replaced by such provisions that come closest to the sense and purpose of the invalid and/or ineffective provisions in a legally effective manner. The same shall apply in the event of any loopholes in the provision.
The place of performance of ISELI is 6247 Schötz LU, Switzerland.
The place of jurisdiction is Willisau LU, as far as the law does not provide for mandatory places of jurisdiction.
In case of disputes, Swiss law shall apply exclusively.
These GTC are valid as of March 1, 2018.