General terms and conditions of Qbing Industrial Solutions GmbH for products and services
The owner of these GTCs is as follows:
Qbing Industrial Solutions GmbH
Register number: HRB 104 232
Register court: Amtsgericht Saarbrücken
- These General Terms and Conditions (GTC) regulate the conclusion, content and processing of contracts, in particular for the following services:
- product business, especially the purchase of hardware products and
- services offered, in particular services and consultancy, warranty services, repair services, replacement deliveries and support services
- These terms and conditions of sale apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). Any terms and conditions of the customer that are contrary to or deviate from these Terms and Conditions of Sale shall only be accepted by QIS GmbH if expressly agreed to in writing.
- These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related type.
§3 Proposal and conclusion of contract
- In case of conclusion of the contract, it is concluded with the owner (see §1).
- The following rules on the conclusion of contracts apply to orders via the online shop on the website qbing.de.
- The presentation and description of the goods in the qbing.de online shop does not represent a legally binding contract offer, but only a non-binding invitation to order goods.
- By ordering a product by clicking on the button “order with costs” at the end of the ordering process, a customer submits a binding offer to conclude a purchase contract. A contract is only concluded when the owner sends an order confirmation by E-Mail.
- When an order is received in the online shop, the following regulations apply: The customer submits a binding offer to enter into a contract by successfully completing the ordering procedure provided in the online shop. The order is placed in the following steps:
- Selection of desired goods
- Confirmation by clicking the “add to shopping cart” button
- Check the information in the shopping cart
- Confirmation of the button “to checkout”
- Login to the online shop after registering and entering the login data (e-mail address and password)
- Repeated check and correction of the respective data entered, if necessary
- Binding dispatch of the order by clicking the button “order with costs” or “buy
- The text of the contract will be saved with orders. Customers will receive an e-mail with the order data and the valid GTC. You can also view the GTC at any time at qbing.de/GTC. You can view your past orders in the customer area under my account à my orders
- The following provisions apply to other services offered by QIS GmbH:
- If an order is to be regarded as an offer according to § 45 BGB, QIS GmbH may accept it within 2 weeks.
- The contract is concluded by a written acceptance of the offer.
§4 Scope of services
- QIS GmbH will deliver the agreed products including documentation to the customer.
- The scope of services offered shall be governed by the latest version of QIS GmbH’s offer or by the written confirmation of the order by QIS GmbH in response to the customer’s modification of the offer.
- Any change in the scope of performance shall only be legally effective if QIS GmbH has acknowledged it in written form.
§5 Prices and payment
- Unless otherwise agreed in writing, the prices of the products offered by QIS GmbH shall be ex works, excluding packaging and shipping and plus value added tax at the applicable rate. Costs for packaging and shipping shall be invoiced separately.
- The customer has the possibility of payment in advance (bank transfer).
- If the customer has chosen payment in advance, he is obleged to pay the purchase price to the account specified by QIS GmbH immediately after conclusion of the contract.
- The costs for all related services (feasibility study, installation, implementation, start-up, instruction, etc.) are not included in the product price. They may be offered by QIS GmbH as separate services and shall be paid separately by the customer according to time and effort.
Unless otherwise agreed, the fee for these offered services shall be paid within 14 days after invoicing without deduction to the account specified in the business papers of QIS GmbH.
- If the circumstances on which the pricing is based, in particular the currency situation, taxes, levies, fees, customs duties, labour costs, surcharges, material shortages, raw material fluctuations etc., change between the time of the offer and the agreed delivery date, QIS GmbH shall be entitled to adjust the prices and conditions to the changed conditions without further notice.
- Price surcharges for third-party products and services, which form the subject matter of the contract, can be invoiced to the customer at any time in addition.
- Any additional services or Performances provided by QIS GmbH shall be compensated by the customer on a time and material basis at the hourly and daily rates then applicable.
§6 Delivery time
- Products will be delivered within 10 working days, unless the description of a selected product explicitly states otherwise.
In case of payment via bank transfer, this period begins on the day after the payment order is placed.
- For services, the commencement of the delivery period indicated by QIS GmbH requires the timely and proper performance of the customer’s obligations. The defence of non-performance of the contract remains reserved.
If the customer is in default of acceptance or if he culpably violates other duties to cooperate, QIS GmbH shall be entitled to claim compensation for the damage incurred in this respect, including any additional expenses. QIS GmbH reserves the right to assert further claims. To the extent that the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time the customer is in default of acceptance or in default of payment.
- In the event of a delay in delivery not caused intentionally or by gross negligence, QIS GmbH shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 3% of the value of the delivery, but not more than 15% of the value of the delivery.
- Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
§7 Transfer of risk on dispatch
- If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
- If export restrictions are associated with products delivered by QIS GmbH, the customer undertakes to comply with them in accordance with the regulations of QIS GmbH.
- Customer shall be obliged to accept the contractually agreed service without delay as soon as it has been performed by QIS GmbH. This shall apply in particular to any project report.
- Acceptance shall be deemed to have taken place if an explicit contrary Statement by the customer is not received within two weeks of delivery of the service. Explicit reference is made to the payment obligation pursuant to § 5 paragraph 4. In all other respects, the statutory regulations on acceptance shall apply.
§9 Obligations of the customer to cooperate
- The customer shall provide all preparatory and cooperative actions so that QIS GmbH will be able to perform the deliveries and services owed. The customer shall make available to QIS GmbH all information, data, records, documents etc. which are necessary for the performance of the contract. Furthermore, the customer shall perform all preparatory and cooperative actions which have been advised by QIS GmbH. This may also include the provision of materials by the customer, e.g. systems, hardware, components, software and interface information etc.
- The customer designates competent and authorised contact persons and makes the necessary decisions.
- The customer is responsible for the adequate provision of personnel, suitable infrastructure at the place of delivery or performance, utilities as well as access, entrance and entry to the place of delivery or performance.
- Customer acknowledges and accepts that QIS GmbH may perform certain work or services remotely. For this purpose, the customer shall create all prerequisites at his own expense so that access to facilities, systems, documents, information, data, software, etc. is guaranteed at any time without delay and without additional expenses and costs for QIS GmbH.
§10 Reservation of proprietary Rights
- QIS GmbH shall remain the owner of the items handed over, including the annexes attached to the offer such as drawings and technical documents until the agreed fee has been paid in full. This shall also apply to all future deliveries, even if QIS GmbH does not always expressly refer to this. QIS GmbH shall be entitled to take back the purchased item if the customer acts in breach of contract.
- The customer acquires rights of use of the result only after full payment of the agreed fee. The customer shall neither be entitled to dispose of items owned by QIS GmbH nor to use the rights of use or the know-how of QIS GmbH before full payment has been made.
- QIS GmbH shall be entitled to withhold its services in case the customer fails to comply with its contractual obligations, in particular in case of non-payment of partial remunerations.
- In the event that QIS GmbH’s title to the result expires due to combination, mixing or processing, it is hereby agreed that title to the uniform item created in such case shall pass to QIS GmbH on a pro rata basis (invoice value) until the agreed compensation has been paid in full.
§11 Warranty and liability for defects
- Warranty rights of the customer presuppose that the customer has properly fulfilled his obligations to examine and complain in accordance with § 377 HGB.
- Unless expressly agreed otherwise, the warranty period for defects in products of QIS GmbH shall be 24 months.
- Warranty claims expire one year after acceptance of the service or handover. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as injury to life, body and health which are based on an intentional or negligent breach of duty by the user. Other claims in connection with the breach of secondary contractual obligations shall also become time-barred after one year. The statutory provisions shall apply with regard to the commencement of this limitation period.
- In the event of a defect in performance, QIS GmbH shall be entitled, at its option, to grant new delivery or new production or subsequent performance. A rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent performance fails, the customer may – regardless of any claims for damages – withdraw from the contract or reduce the fee.
- Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear as well as damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for under the contract. If the customer or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the consequences thereof.
§12 Other liability
- Insofar as the cause of the damage is based on intent or gross negligence, the statutory liability provisions shall apply; however, in the event of gross negligence, liability shall be limited to the typically occurring, foreseeable damage.
- If QIS GmbH culpably violates an obligation essential to the contract, the liability for damages shall be limited to the typically occurring, expectable damage. An obligation essential to the contract is understood to be an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting party may regularly rely.
- In cases of injury to life, body or health, the liability of QIS GmbH shall be governed by the statutory provisions. Liability under the German Product Liability Act (“Produkthaftungsgesetz”) shall remain unaffected.
- Otherwise liability is excluded.
- All technical and economic information and data, regardless of their form of presentation, which go beyond the result of the order and which the contracting parties transmit to each other, are to be treated confidentially and not to be disclosed to third parties, unless the other contracting party agrees to the disclosure in advance in writing. The contractual partners shall place their employees and subcontractors under a corresponding obligation.
- The obligation of confidentiality referred to in paragraph 1 shall not apply to information and data which can be proven to
- were already apparent at the time of their transmission;
- were already known to the recipient at the time of their transmission;
- have become manifest after transmission without any action on the part of the recipient;
- have been made available to the recipient by another party after their transmission in a legally admissible manner and without restriction as to confidentiality or use.
- If necessary, the contracting parties shall make a separate arrangement regarding the type of protection of the information and data referred to in paragraph 1.
- The contract can be terminated by either party for good cause without a period of notice. Such good cause shall be deemed to exist if circumstances occur or become known which make a continuation of the contract appear unreasonable, in particular for economic or technical reasons.
- QIS GmbH shall be entitled to terminate the contract subject to a notice period of four weeks if customer fails to comply with its obligations to a considerable extent and has let expire unused an agreed period of two weeks.
- In the event of termination, the work result achieved shall be delivered or presented by QIS GmbH within a reasonable period of time. The customer shall reimburse QIS GmbH for any costs incurred until the termination of the contract, including a corresponding profit. In addition, all unavoidable expenses incurred after the termination of the contract and caused by the contract shall be reimbursed, unless they have already been charged as costs incurred. In the event of a termination for reasons for which QIS GmbH is responsible, QIS GmbH shall not receive any further compensation for expenses in deviation from this.
- QIS GmbH shall be entitled to rescind the contract or to terminate the contract without observing a period of notice from the time the insolvency petition is filed against the customer’s assets until the insolvency proceedings are opened.
- This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
- Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the place of business of QIS GmbH.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.