terms & conditions
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| Standard Terms of quantys GmbH, Altenstadt (hereafter referred to as quantys) |
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| 1 |
Area of Validity |
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| 1.1 |
quantys provides deliveries, services and offers exclusively based on these standard terms. They are also valid for all future business relationships, even if they have not been expressly agreed. At the latest, the standard terms are accepted on receipt of goods and the connected services. Counter confirmations by the customer with regard to their own standard terms are hereby expressly contradicted. |
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| 2 |
Prices |
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| 2.1 |
Prices set by quantys are subject to change. Price increases with regard to the original offer will be communicated to the customer immediately. If the customer refuses the price increase quantys can either withdraw from the agreement or supply at the original agreed price. Further claims against quantys on the part of the customer are excluded. |
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| 3 |
Offers |
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| 3.1 |
Offers made by quantys are subject to change and non-binding. |
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| 3.2 |
Samples, drawings, illustrations, measurements or other service details are only binding if this has been expressly agreed between the parties in writing. |
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| 3.3 |
The customer's orders are deemed to have binding acceptance with regard to quantys' Standard Terms if there has not been a written rejection within eight days of receipt of order. |
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| 4 |
Delivery and Performance Period |
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| 4.1 |
Binding delivery dates or periods must be in writing. The delivery period is maintained on dispatch to the transport. |
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| 4.2 |
Adherence to quantys' delivery and service obligations requires the timely and proper fulfilment of the customer's duties. |
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| 4.3 |
If quantys cannot fulfil its obligations arising from the agreement because of a force majeure, quantys is released from its obligation for the time it takes to re-establish the conditions necessary to fulfil the agreement. If quantys becomes aware of circumstances, which will probably prevent it from timely delivery/service, quantys will inform the customer about this. |
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| 4.4 |
quantys is entitled to deliver partial quantities and services at any time. These are considered as independent service. |
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| 4.5 |
If the customer defaults on accepting a delivery, quantys is entitled to demand compensation for the damages incurred. When the customer defaults on a delivery, the risk of accidental deterioration and accidental loss passes to the customer. After setting an appropriate extra period, quantys is entitled to demand compensation due to non-fulfilment or to withdraw from the agreement. In this event, quantys is owed compensation in the amount of 35% of the order value, unless the customer can prove lower damages, or quantys can prove higher. |
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| 5 |
Transfer of Risk The risk of subsequent accidental impossibility of performance, or deterioration to the goods, passes to the customer as soon as the goods have been transferred to the transport company, or have left quantys' storage facility for the purpose of despatch. If despatch is not possible and quantys is not culpable for this, the risk of notification of readiness for despatch passes to the customer. |
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| 6 |
Payment Conditions |
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| 6.1 |
quantys is entitled, in spite of any contradictory provisions on the part of the customer, to credit payments against older claims. quantys will inform the customer of the manner of settlement. |
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| 6.2 |
A payment is only considered to be effected once quantys can access the funds. In the event of payment by cheque, the payment is considered as effected when the cheque is chased by a bank. |
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| 6.3 |
If the customer goes into arrears, quantys is entitled to demand interest from this point onwards in the amount of 5% above the applicable base rate. This does not affect quantys' right to claim any resulting damages from the customer. |
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| 6.4 |
If quantys becomes aware of circumstances, which bring the customer's credit worthiness into question, particularly if a cheque is not cashed or the customer stops making payments to quantys, then quantys is entitled to demand immediate payment of the entire outstanding obligation. |
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| 6.5 |
A set-off on the part of quantys can only be effected with legally determined, unlimited claims, or claims recognised by quantys. |
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| 6.6 |
The customer bears the cost of money transfer. This applies in particular to discount and collection expenses. The customer bears all costs and expenses that are incurred abroad for letters of credit and collection payments. |
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| 7 |
Retention of Ownership |
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| 7.1 |
quantys retains ownership of the goods its delivers until payment of all claims arising from the current business relationship with the customer. At the customer's request, quantys releases its owing securities if the value of the securities exceeds the claims to be secured by more than 20%. |
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| 7.2 |
The customer is obligated to prevent interference by third parties with the retention of ownership with reference to quantys' rights and to inform quantys immediately in writing of any garnishment or other interference by third parties. |
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| 7.3 |
Any processing, conversion or combination of the delivered goods by the customer is always performed for quantys. If the goods are processed or combined with other objects that do not belong to quantys, quantys acquires co-ownership of the new items in relation to the value of the goods to the other processed objects at the time of processing or combining. If the customer's object is seen as the main object, the customer must transfer co-ownership pro rata to quantys. |
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| 8 |
Guarantee |
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| 8.1 |
quantys guarantees that the delivered goods are free from fabrication and material faults at the time of the transfer of risk and have the necessary characteristics for proper use. Any negligent reduction of the goods' usability remains out of consideration with regard to the assertion of guarantee claims. |
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| 8.2 |
The guarantee period for quantys' products is 24 months. This starts when the goods are delivered to the customer. |
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| 8.3 |
The customer must comply with his commercial duties of inspection and rejection. The customer must inform quantys immediately in writing of any fault in the delivered goods. |
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| 8.4 |
If the customer informs of a fault in the proper manner within the guarantee period, quantys will remedy this fault within an appropriate period. A price reduction or compensation are excluded, unless the remedy fails. |
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| 8.5 |
quantys makes no guarantee for goods that have been altered, processed, or improperly stored by the customer. |
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| 9 |
Liability |
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| 9.1 |
quantys' liability is limited to typical damage, which the customer must anticipate given the circumstances known to him at the time, on conclusion of the agreement based on these terms. Further claims, particularly compensation for damages including lost profit or other financial losses, are excluded. No liability is accepted for returns that are not agreed. |
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| 9.2 |
The above liability limitation does not apply to such damages, which have been caused deliberately or at least through gross negligence by actions attributable to quantys. |
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| 9.3 |
Claims for damages because of default or impossibility are excluded, unless they concern a breach of one of the substantial obligations of the agreement. |
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| 10 |
Right of Withdrawal |
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| 10.1 |
You can withdraw from your agreement declaration with no explanation within two weeks in written form (e.g. letter, fax, e-mail), or by returning the goods, unless you have entered into an agreement (order by company) in exercise of your commercial or independent professional activity. The period begins at the earliest on receipt of the goods and a withdrawal instruction in written form. |
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| 10.2 |
Costs of return. You must bear the costs of return if the delivered goods correspond to those ordered and if the price of the goods to be returned does not exceed an amount of € 40.00, or, in the event of a higher amount, if you have not yet paid for the items at the time of withdrawal. |
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| 11 |
Final Provisions |
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| 11.1 |
Recipients of services that are not companies, or that receive a service for a non-commercial area, are obligated to store the invoice for 2 years. |
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| 11.2 |
Amendments and supplements to the binging agreements for both parties and the appendix to these must be in writing to be effective. |
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| 11.3 |
Both parties agree that German law applies to all legal relationships arising from the binding agreements and contracts. The application of UN sales law is excluded. |
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| 11.4 |
Ulm is the place of jurisdiction and fulfilment for any rights and claims arising from the agreements. |
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| 11.5 |
Claims arising from the mutual business relationships must be asserted within 6 months of emergence. |
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| 11.6 |
A transfer of rights or obligations arising from this agreement requires the prior written assent of the other party to the agreement. |
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| 11.7 |
If a provision of this agreement becomes ineffective, or if the parties determine that there is a loophole in the agreement, the effectiveness of the remaining provisions remains unaffected. In place of the ineffective provision or to fill the loophole, a regulation shall apply, which best fits what the parties would have intended if they had considered the matter when the agreement was concluded, or when a provision was accepted later on. |
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