ISOVOLTAIC believes in a cooperative relationship with suppliers, and place high value on the fulfillment of obligations in keeping with the relevant agreements. In accordance with these principles, the following procurement conditions have been established to form the basis for business transactions between suppliers and ISOVOLTAIC.
Only the following conditions will apply to business transactions, unless other conditions are expressly agreed in writing. Any deviation from an order, in particular through the communication of other sales conditions, requires the express approval of ISOVOLTAIC in writing to become effective; the failure to expressly confirm any different conditions is considered to be a refusal. In particular, conditions are considered to be invalid if they restrict the obligations arising from guarantees and the right to claim compensation for damages from a supplier or obligations arising from product liability law, or limit the right to contest errors, the contractual exclusion of setoffs or the extended reservation of title.
Orders: All orders must be placed in writing, by fax or by e-mail. For orders placed by fax or by e-mail the order confirmation has to be communicated by fax otherwise the order confirmation has to be sent by mail or has to be rejected in writing within 3 workdays; in all other cases the order will be considered as accepted in full. Any changes from our original order will only take effect after ISOVOLTAIC has confirmed the new terms in writing.
Fulfillment: The supplier guarantees the fulfillment of the assumed obligations in accordance with the contract and, in particular, is responsible for fulfilling this contract if delivery does not take place or does not meet the terms of the contract for any reasons whatsoever. When foreseeable delays in delivery occur, ISOVOLTAIC shall be notified immediately attaching a statement of the reasons therefore and the probable duration of this delay. ISOVOLTAIC is entitled to charge a penalty of 0.5 %, however not more than 5 % of the overall contract value for each calendar day of delay in delivery begun. Such penalty is independent of supplier´s fault and any proof of damage. ISOVOLTAIC is entitled to withdraw from the contract after expiry of a ten days additional time-limit for delivery granted to supplier. The supplier guarantees that the products to be delivered meet all applicable legal regulations as well as the relevant technical standards and recognized technical regulations in Austria.
Prices and terms of payment: The prices stated in the order are considered to be fixed prices. Delivery and payment conditions will be provided in the order. The date on which the invoice is received will determine the start of the payment period; if delivery and / or contractually agreed documentation components are received at a later date, then this date will apply. Payment does not mean that a delivery is considered to be correct, and does not represent a waiver to any claims ISOVOLTAIC may have from insufficient or incorrect fulfillment or guarantees or compensation for damages. The costs associated with the transfer of payments to a foreign country will be carried by the recipient. If installment payments have been agreed, the right to deduct a cash discount will apply separately to every installment. The invoice must be sent in duplicate after delivery. Invoices that do not meet ISOVOLTAIC´s requirements or the requirements of VAT law, or do not carry the relevant order date and order number will not be processed but returned to the supplier. In this case, the invoice is considered as not received until it is received in the proper form. The invoice must include ISOVOLTAIC´s complete order number and ISOVOLTAIC´s VAT identification number as well as a clear description of the agreed delivery conditions.
International transactions with customs clearance by ISOVOLTAIC: Deliveries from third countries must include all documents required for customs clearance, in particular three copies of the invoice as well as customs papers, merchandise certification or certificate of origin and freight papers. All such documents must be sent to ISOVOLTAIC in sufficient time before delivery so they are available, above all, for prompt customs clearance.
Guarantee - Damages: The supplier is liable without limitation for ensuring that deliveries are free of tangible and legal defects, regardless of who manufactured the product. Unless stated otherwise in the order, the guarantee period will equal at least 24 months starting at the acceptance of goods and, for concealed defects, will only begin when the defect is first noticed. The acceptance of goods and related commercial testing will take place during use at the earliest. ISOVOLTAIC is not required to file a notice of defects. If ISOVOLTAIC decides to request a substitute delivery, ISOVOLTAIC is entitled to use the defective products for its intended purpose free of charge until the substitute delivery is received. As part of guarantee obligations (and without proof of fault), the supplier must carry all costs that arise in connection with the defect, including costs for transportation to and from ISOVOLTAIC as well as for the removal and installation of materials. If defective goods are delivered even if these defects are minor ISOVOLTAIC is entitled to cancel the contract and cover its requirements in another manner at the expense of the seller, or demand substitute delivery of a product that meets the terms of the contract, or keep the defective goods at a lower price to be determined by an expert. The acceptance of the goods does not represent the acceptance of any defect. ISOVOLTAIC reserves the right to claim compensation for damages in all cases. The supplier is liable for any possible consequential damages that arise from the provision of defective goods or services. Any limitation of supplier obligations by product liability law will not be accepted; in contrast to § 2 of the Austrian Product Liability Law, it is also agreed that full compensation must also be provided for property damages. The supplier assumes the obligation to indemnify ISOVOLTAIC and provide compensation for claims if third parties assert claims on the delivered goods. The supplier shall indemnify and hold ISOVOLTAIC harmless against disputes arising from any patent, copyright, trade mark or registered design and guarantees ISOVOLTAIC the unrestricted use of the delivered product. Without prejudice to other obligations, the supplier will indemnify and hold ISOVOLTAIC harmless against any product liability claims raised by third parties against ISOVOLTAIC as a result of defects in the products delivered by supplier. The supplier undertakes to compensate ISOVOLTAIC for costs incurred in connection with a defense against any such claim or in connection with an obligation to repair defective products.
Transfer of ISOVOLTAIC´s order: The transfer of ISOVOLTAIC´s order to third parties is only permissible with ISOVOLTAIC´s express approval. In all other cases, ISOVOLTAIC is entitled to cancel the contract immediately. ISOVOLTAIC´s approval does not release the supplier from his/her responsibilities.
Place of performance: Unless stated otherwise in the order, the place of performance for all services and considerations of the supplier is the location of ISOVOLTAIC`s headquarter.
Cancellation: In addition to the other circumstances stated in the contract and applicable law, ISOVOLTAIC is entitled to cancel the contract without extending the original term if there is reason to doubt the reliability of the supplier in a technical or financial respect. In particular, this cancellation right exists when
Provision of documents by supplier: The supplier must provide processing, safety, assembly and operating instructions for all delivered objects whose handling is not generally known, without being asked. In addition, all documents required for the maintenance and repair of the delivered object must be provided to ISOVOLTAIC on request. Unless specified otherwise in the order, all documents must be made available in German or English language.
Provision of documents by ISOVOLTAIC: All sketches, plans, drawings, specifications etc. made available to the supplier will remain ISOVOLTAIC´s property and may only be used to fulfill ISOVOLTAIC´s order. The supplier must return all such documents as well as any samples ISOVOLTAIC has provided without being asked, at the latest when the business relationship has ended. Process changes remain the property of the company that placed the order.
Installation and other operations: When providing any type of service, prior to the commencement of work and following the end of work supplier`s staff must report to reception for the purposes of briefing, submitting time statements, verifying acceptance of work performed etc. The supplier also bears unlimited liability for damage caused to ISOVOLTAIC or third parties in the area of ISOVOLTAIC while executing the contract. The supplier undertakes to use only those workers whose employment is permitted under the provisions in force at the time for all operations (in particular installation, commissioning and repair work). ISOVOLTAIC is not obliged but certainly entitled to check the residency status and authority to perform the work of those workers sent by the supplier. If any losses are suffered by ISOVOLTAIC arising from an infringement of this provision by the supplier, upon presentation of proof such losses, including any consequential damage and penalties, shall be reimbursed by the supplier.
Safety regulations: On the factory premises of ISOVOLTAIC alcohol, smoking and the use of naked lights and fires are prohibited. The supplier must organise his work accordingly and, above all, also instruct his employees to ensure strict compliance with these prohibitions. The supplier is obliged to familiarise himself with and observe the specific safety and fire prevention regulations in force on the site, which shall be made available to him at any time. The supplier must ensure that the statutory safety provisions and ordinances in force are observed and followed. Should they be disregarded, ISOVOLTAIC holds the supplier liable irrespective of fault and may expel the employees of the supplier from the factory premises without warning. Welding and other operations using naked flames may only be carried out on the factory premises of ISOVOLTAIC following written clearance by the Fire Prevention Officer in accordance with the guidelines of ISOVOLTAIC. For hazardous goods, the provisions in force at the time for transport and unloading must be strictly followed. Devices and equipment of ISOVOLTAIC may not be used without the express written approval of the Safety Department of ISOVOLTAIC.
Delivery instructions: Plant or company delivery instructions as well as delivery times must be strictly observed. Goods will only be accepted when the delivery ticket contains the order number, article number, product description, position number and amount (see purchase order text) and the packing label is included. All goods must be delivered directly to ISOVOLTAIC´s mailing address. The goods must be packaged in accordance with ISOVOLTAIC´s specifications, and domestic suppliers must be licensed in accordance with Austrian packaging regulations. The supplier carries all costs for the disposal of packaging.
Force majeure: The contracting parties will be freed from any responsibility for the partial or complete fulfillment of contractual obligations if force majeure has prevented this fulfillment. Force majeure is understood to include events that arise after the conclusion of the contract and cannot be anticipated or avoided by the contracting parties, e.g. war, natural disasters, general strikes and the like. However, force majeure does not include delayed deliveries by the supplier, lockouts, strikes only in the suppliers plant, or faultiness. In the case of force majeure, the supplier is obliged to immediately inform ISOVOLTAIC of the incident by telephone and confirm this information in writing within ten days. If the supplier fails to comply with this provision, he/she waives the right to claim force majeure.
Legal venue: The sole legal venue for all disputes arising in connection with the delivery contract is the responsible court in Graz, Austria for both parties. However, ISOVOLTAIC also reserves the right to take legal action against the supplier at his/her regular legal venue. The delivery contract and all related claims are subject exclusively to Austrian law. The application of the UN procurement regulations (United Nations Convention on Contracts for the International Sale of Goods) or comparable international declarations is excluded.