Terms & Conditions
General Terms & Conditions of ISERA GmbH
Jan. 25th, 2024
The following General Terms & Conditions (GTCs) of ISERA GmbH have been issued in English for convenience purposes. In case the translation has led to a discrepancy between the German and the English version the German version will prevail. Only the effective German Allgemeine Geschäftsbedingungen (AGB) shall be legally binding.
1. Scope of Application
All supplies and services provided by ISERA GmbH are provided exclusively on the basis of the following General Terms & Conditions (GTC). By placing an order the customer accepts the GTC of ISERA GmbH. ISERA will not accept any conditions contradictory to or deviant from its own GTC. This also applies even if ISERA GmbH does not explicitly contradict to these foreign conditions.
2. Conclusion of Contract
2.1 The offer of ISERA GmbH is intended for the exclusive use by corporations according to §14 of the German Civil Act (BGB) or by freelancers.
2.2 All offers are non-binding and subject to change. The presentation of goods in our online shop does not constitute a binding offer of the vendor concerning the conclusion of a sales agreement. The customer is only invited to submit a quote by placing an order.
2.3 In the course of the order transaction the customer has the possibility to choose various products from the portfolio of our online shop and to collect these by clicking on the “Add to shopping cart” button. The customer has the possibility to review the content of the shopping cart at any time. He also has the constant possibility to delete, add or adapt items in the shopping cart. Prior to placing an order with the obligation to pay the customer has the possibility to verify and adapt the billing address, the delivery address, the method of payment and the delivery conditions on a summarising page. By clicking the “Send order” button the customer places a binding offer for the purchase of the goods present in the virtual shopping cart.
2.4 By ordering the goods the customer submits a binding offer of contract. The order can be initiated by using ISERA GmbH´s online shop but also by sending a fax, by sending an email or by phone call. By placing an order the customer accepts ISERA´s GTC and acknowledges these as the only binding conditions for the legal relationship between the customer and ISERA.
2.5 ISERA GmbH confirms the receipt of the order by sending a confirming email. This confirmation does not represent an affirmation regarding the acceptance of the offer of contract provided by the customer. The email merely confirms the receipt of the customer´s offer of contract by the contractor. A declaration of acceptance is granted by the delivery of the goods or by the provision of a specific order confirmation.
2.6 The contractual language is German or English.
2.7 The wording of the contract is stored digitally by the contractor. The data concerning the order including the provisions of the contract and also the current version of the GTC are sent to the customer separately in text form. In addition, the wording of the contract is archived on the internet pages of ISERA GmbH and can be accessed by the customer via his password-protected client account applying the corresponding login data.
3. Prices und Payment Conditions
3.1 All prices depicted in our online offer or shown otherwise are net prices, ex works (INCOTERMS 2020). Shipping & handling, VAT, customs duties and dues or any kind of other public charges are not included.
3.2 Payment of the purchase price is due with the conclusion of the contract. Other arrangements need to be confirmed mutually in writing without exception.
3.3 ISERA Gmbh offers the following payment methods: Prepayment via bank transfer, payment by credit card (VISA, Mastercard) and payment after receipt of an invoice. The settlement of the website via credit card takes place: Unzer Luxembourg S.A. société anonyme, 1, Place du Marché, L-6755 Grevenmacher, RCS Luxembourg: B 144133, Board of Directors: Max Steiger, Jacob von Ingelheim, Robert Bueninck.
3.4 In case the customer gets in default concerning the payment of an invoice interest for delay will be charged in the amount of 10 percentage points above the base interest rate per year. The aforementioned does not restrict the right of enforcement for higher interests and for compensation of additional damage.
3.5 ISERA reserves its right to assign particular payment methods to certain customers or to exclude certain customers from particular payment methods.
3.6 The delivered goods remain the property of ISERA until settlement of the payment has been completed in full.
3.7 If the customer wants to assign or pledge any claims or rights ISERA has against the customer a distinct consent from ISERA is required.
4. Packaging, Shipment and Delivery Time
4.1 Supplies of ISERA GmbH are conducted “delivered at place” (DAP, INCOTERMS 2020). However, ISERA reserves the right to process deliveries under INCOTERMS at its sole discretion. Customers will be informed in such a case in advance.
4.2 ISERA GmbH arranges the appropriate shipment and packaging according to its dutiful discretion. Costs for shipping and handling are dependent on the type and amount of the product as well as on the destination of the shipment. The invoiced charges for the shipment are communicated to the customer at the conclusion of contract.
4.3 The time of delivery is agreed individually with the customers or – if the customer orders via ISERA´s online shop – is communicated to the customer prior to the placement of the order. Statements concerning the delivery time are made to the best of our knowledge based on the information available at that time. Delivery times are binding only in case they are indicated explicitly as such. ISERA´s compliance to its obligation to supply requires the timely and duly completion of the customer´s obligations.
4.4 ISERA has the right to supply the purchased goods in partial deliveries providing that the suchlike delivered goods can be used according to their intended purpose and providing that the customer does not have to bear extensive effort.
4.5 In case ISERA gets behind schedule concerning a delivery the liability is limited to the stipulations as depicted in clause 6 of these General Terms & Conditions (GTC). These also apply in case the supply or service by ISERA – independent from the cause – becomes impossible.
4.6 ISERA cannot be held liable for delays of delivery due to force majeure or due to incidents which considerably hinder the delivery of the goods or even render the same impossible. This also applies in case binding statements regarding delivery times and dates were made. Such incidents might be for example difficulties in material procurement, disruption, strike or governmental order and so on. This also includes suchlike incidents harming ISERA´s component supplier or subcontractors. If such an incident occurs ISERA has the right to postpone the delivery for the duration of the named incidents plus an appropriate preparatory period. Alternatively, ISERA has the right to withdraw from the conclusion of contract regarding the non-executed part of the contractual obligations. In return the customer has the right to set an appropriate time limit concerning the delivery of the goods. If ISERA GmbH fails to deliver the goods within the set time limit the customer has the right to step back from the contract of purchase. Further claims for compensation against ISERA are limited to damages caused by wilful intent or gross negligence.
4.7 The return of impeccable goods that were delivered complying to all terms of the contract of purchase is accepted by ISERA exclusively as a gesture of good will. For the return of such goods a preceding, distinct affirmation by ISERA GmbH is required. The customer has no legal entitlement for the return of such goods. Basically, the return of such goods will only be accepted by ISERA in case the goods are without any damage and are still packed in their original wrapping. In case ISERA accepts the return of goods as a gesture of good will as described above it reserves its right to reduce the corresponding credit note or the corresponding refund of the purchase price by 30 % to cover its extraordinary efforts. ISERA will not accept the return of goods that have been produced or procured exclusively for the customer as well as of all chemicals. The previously mentioned does not apply in case the return is required due to a defect of the delivered goods or in case the return is made necessary by a default of the contractor.
5.1 The legal warranty rights of the customer are stipulated according to the applying legal provisions, except something different has been specified in the following passages of this clause. The regulations given in clause 6 of these GTC govern the claims for damages of the customer against the contractor.
5.2 The statutory limitation period for claims for damages is one year. This period starts with the handover of the goods either to the third party assigned to carry out the transport or to the customer himself at the legal domicile of ISERA GmbH (Dueren, Germany).
5.3 Claims of the customer due to defects of the delivered goods can be invoked only in case the goods have been examined immediately after their receipt and only if this issue has been communicated in writing to ISERA GmbH within one week after receipt of the goods. Hidden defects, which were not perceptible by immediate examination after receipt of the goods, have to be communicated to the contractor in writing within one week after their discovery. In his notice the customer has to inform the contractor about the nature and the degree of the defects. The deadline of one week starts at the moment when the goods are handed over either to the third party that was assigned to transport the goods to the customer or are handed over to the customer himself at the legal domicile of ISERA GmbH in Dueren, Germany. In case an assured defect occurs it is in ISERA´s sole discretion to either remediate the deficiency by the delivery of goods free from defects or to rectify the deficiency. The delivery of goods free from defects or the rectification of the defect has to be carried out at the expense of ISERA. If ISERA GmbH does not deliver goods free from defects or does not eliminate the deficiency in an adequate period of time the customer has the right to cancel the contract of purchase.
6.1 Claims for damages against ISERA GmbH are limited according to the provisions of this clause – irrespective of the legal basis. Especially but not exclusively claims due to impossibility, delay, defective or wrong delivery, violation of contract, violation of duties during the contract negotiations or tortious acts shall be covered and limited according to these provisions.
6.2 ISERA GmbH cannot be held liable for ordinary negligence of its institutions, representatives, employees or other vicarious agents, unless essential contractual obligations are concerned. Obligations shall be deemed as essential if they constitute the general meaning and structure of the contract so that the contractual partner shall rely on the same. Accordingly, these substantial rights and obligations are a mandatory prerequisite for the fulfilment of the contract and for the attainability of the purpose of the contract. As far as ISERA can be held liable according to the foregoing statements the liability is limited to those damages which either could be foreseen as possible effects of a breach of contract at the moment of the conclusion of the contract or which shall have been foreseen applying reasonable care. Consequential damages and secondary damages which are caused by a defect of delivered goods are indemnifiable only in case the damage could be expected in connection with an intended use of the delivered goods.
6.3 In case ISERA GmbH is providing information or advise that is not part of the contractually agreed scope of supply and services this information or advise is given free of charge and any liability is excluded.
6.4 The afore mentioned exclusions and limitations do apply in favour of our institutions, representatives, employees or other vicarious agents.
6.5 The afore mentioned exclusions and limitations do not apply as far as a liability of ISERA GmbH because of wilful behaviour, for guaranteed property, due to culpable injury of life, body or health, or according to the product liability act is concerned.
6.6 Imperative provisions of the law remain unaffected.
7. Choice of Law, Place of Jurisdiction
7.1 The legal domicile of ISERA GmbH is Dueren, Germany. In case the customer is a businessman, a legal entity under public law or a public fund asset the contractor has the right to choose whether the legal domicile of the contractor or the legal domicile of the customer shall be the place of jurisdiction for any dispute related to the business relation between the contractor and the customer. This shall also apply in case the customer does not possess of a legal domicile in Germany. The legal domicile of the contractor shall be the exclusive place of jurisdiction concerning claims against the contractor. Compulsory legal provisions regarding the exclusivity of the place of jurisdiction remain unaffected.
7.2 The contractual relationship between ISERA GmbH and its customer shall be governed by German law excluding the regulations of the private international law. The United Nations Convention on Contracts for the International Sale of Goods effective from April 11th, 1980 (CISG) shall not apply.
If individual provisions of these General Terms & Conditions (GTC) should prove to be ineffective in parts or in total, this does not affect the effectiveness of the remaining provisions. Such ineffective provisions shall be replaced by provisions which come as close as possible to the economic intent of the contract duly protecting of the interests the parties.
(Jan. 25th, 2024)