General Terms and Conditions
1. Scope of validity
1.1. For all business relationships between HQ-Europe GmbH ( hereafter called “HQ-Europe”) and its clients ( hereafter called “clients”) , and also for any future business, this following exclusive version of Terms and Conditions ( hereafter called “T & Cs” ) is valid at the time of order / placing of orders.
1.2. All negotiations between HQ-Europe and its clients which are relevant for the purpose of undertaking an order are laid down in these T & Cs.
1.3. Any possible purchase conditions or conflicting T & Cs of the client will only be a part of the contract if we expressly agree with their validity. This approval requirement is valid in every case, even if we have for example knowledge of the client’s T & Cs, the order will be implemented without reservation.
2. Conclusion of contract
2.1. Our offers are without obligation and non-binding. This is also valid for any catalogues, technical documentation (e.g. drawings, plans, calculations, reference to DIN standards) or other product descriptions or documents – also in electronic form, allocated to the purchaser, but to which we reserve ownership and copyright.
2.2. Orders made by the purchaser are a binding offer of contract. Provided that the order is correct, we are entitled to accept this offer of contract within 2 weeks of its receipt.
2.3. Acceptance can either be in written form (e.g. through order confirmation) or by delivery to the purchaser.
3.1. The client has to ensure that all his or his agent’s necessary collaborative actions are provided on time and free of charge for HQ-Europe. He should also decide promptly on any upcoming questions and procure any necessary approval as soon as possible. These collaborative actions must meet the relevant standards, safety and accident prevention regulations.
3.2. The client shall carry any additional expenses which could arise as a result of late, incorrect or missing details or collaborative actions on his part. HQ-Europe is also entitled to include in the invoice any additional costs along with any agreed fixed or maximum prices.
4.1. After producing the agreed products or services, HQ-Europe will inform the client of readiness for acceptance.
4.2. The client declares acceptance by signing the acceptance protocols.
4.3. If acceptance, for reasons which are not attributable to HQ-Europe, cannot be carried out within 2 weeks of readiness for acceptance notification from HQ-Europe, delivery and service will be deemed as accepted.
5. Methods of Payment
5.1. Prices are based on our price list at the time of conclusion of contract, as well as the agreed INCOTERMS and statutory Sales Tax.
5.2. Upon completion of all agreed services, a final invoice will be prepared, taking into consideration any payments already made.
5.3. Should a payment triggering event significantly delay or not kick in, for reasons that are not attributable to HQ-Europe, the contractor is entitled to differ from the above mentioned terms of payment, and draw up an appropriate invoice for the supply of goods and services provided so far.
5.4. Payment is due within 14 days of receipt of invoice, unless an alternative has been agreed.
5.5. The delivered items remain the absolute property of HQ-Europe until full payment has been received.
6. Defect liability
6.1. HQ-Europe commits itself to producing products free of defects.
6.2. HQ-Europe is obliged to remunerate for any non-contractual services.
6.3. Claims for non-contractual services lapse 1 year after delivery, or where acceptance has been agreed, the lapse begins from the time of acceptance. Acceptance of the corresponding service takes place in accordance with clause 4.
6.4. Claims for non-contractual services are constricted by the value of the order. Further claims for defect liability out with those agreed in this paragraph, unless permitted by law, are excluded.
7.1. The parties to the contract are mutually liable within the framework of statutory regulations for physical injury, material or subsequent damage as well as planning damage caused by your employees or persons appointed by you. Liability for material, subsequent or planning damage is limited by the value of the order.
7.2. Irrespective of the legal basis - the contract parties are not liable for economic loss –either continuing or as previously mentioned in the above paragraph, and in particular not for loss of production and profit.
7.3. The aforementioned liability limits are invalid in cases of damage being caused intentionally.
7.4. Unless permissible by law, further liability for the contract parties as explicitly arranged in this contract are excluded.
8. Information, use of documents, property rights
8.1. The confidential information which was put at the mutual disposal of both contract parties remains within the meaning of clause 10, the absolute property of the respective contract party.
8.2. Confidential information within the meaning of clause 10, that HQ-Europe has made accessible to the client within the framework of the contract, may not be released, copied, altered, made accessible to third parties or used for another purpose which is not in this contract, is not permitted without previous approval from HQ-Europe.
8.3. HQ-Europe is committed to ensuring that its products and services rendered are free from third party property rights.
9.1. Copyright is not transferrable. The client does not have the right to use the design for a non-contractual project.
9.2. The client is not entitled to finalize further planning without the assistance of HQ-Europe, even after remuneration for the blueprint planning. Substantial changes to the product are not permissible without the assistance of HQ-Europe, unless this would be unreasonable for the client.
9.3. The client is only entitled to release the name of finished HQ-Europe products under this name.
10.1 The client and HQ-Europe are both committed, this order as well as orders from other contract parties or authorised third parties of the contract parties for the execution of this order, any information received marked as confidential as well as any compiled documents has to be dealt with as confidential and is only to be used for the execution of the work to be carried out within the framework of this order.
10.2. Furthermore, the contract parties are also committed to keeping the results of this work confidential.
10.3. Confidential information concerns all technical, commercial and/or business related information which describes business or industrial secrets within the meaning of paragraph 17 ff. of The Law Against Unfair Competition, as such or marked confidential, and this will be made accessible to the purchasing partner from the selling partner in connection with this contract, regardless if the flow of information is given in written form, on data storage medium, in electronic form, orally or in another form.
10.4. The clients of HQ-Europe are only entitled to transfer confidential information to third parties with previous written permission. Exempt from this are employees of the client and HQ-Europe, authorised third parties, specialist assessors and authorities, who require knowledge of this information within the framework of the execution of this order.
10.5. The client and HQ-Europe will inform the previously mentioned people and businesses in writing with regard to the information provided and the relevant stipulation of clause 10 committing to non-disclosure.
10.6. The preceding obligation of confidentiality is not valid for such confidential information that originates either directly or indirectly from the contract parties, which appertains at the time of forwarding to third parties the generally accessible level of technology, based on legal provisions, legal instructions, official rules, legal proceedings or decisions which are not confidential. In this case the purchasing party will notify the selling party without delay in writing, and in any case notify their intentions before disclosure to the authorities or court, so that the selling party can, if necessary, take legal action in order to enforce retention of protection of their confidential information. The selling party continuously supports whatever measures are necessary for retention of protection of their confidential information, and generally undertakes everything that is reasonable in order to safeguard the protection of the confidential information in accordance with the provisions of this agreement.
10.7. The commitment to confidentiality is valid for 5 years after completion of order.
11. Force Majeure
11.1. Force Majeure, state intervention, strikes or lockouts as well as every unpreventable event which hinders the completion of an order, impairs or makes impossible and is not attributable to the contract parties, count towards releasing the affected contract parties form their obligations for the length and extent of the disruption.
11.2. Should such a disturbance occur, each contract party must inform the other contract party without delay, and the contract parties shall try to rectify the effects of the disturbance as quickly as possible. Any costs resulting from this will be borne by the contract parties themselves. In the case of undue hardship for the contractor, the question of bearing the costs will be mutually regulated. Possible contractually arranged deadlines will be mutually settled between the contract parties.
12. Cancellation, Interruption
12.1. Cancellation of an offer to a concluded contact can only be authorised for important reasons.
12.2. Cancellation must be given in writing.
12.3. Should the client cancel, HQ-Europe has claims for remuneration in accordance with Paragraph 649 clause 2 of the German Civil Code.
12.3. The client is entitled to request an interruption to the processing of the order, and should this situation arise, appropriate actions will be mutually agreed upon between HQ-Europe and the client. The client and HQ-Europe will mutually agree upon new completion of order and delivery times. HQ-Europe will provide details of any extra costs arising from this interruption and these costs will be borne by the client, however, HQ-Europe will make every effort to keep these costs to a minimum.
13.1. The conditions of this offer take preference over the purchase terms or current T & Cs of the client.
13.2. Should 1 or more of the terms of this offer to a concluded contract be or become ineffective, the effectiveness of the remaining terms will however be untouched. The contract parties are in any case obliged to replace the ineffective terms with legally allowed terms, which are commercially and technically as close as possible to the ineffective terms. Any obvious gaps or loopholes will be mutually closed by the contract parties.
13.3. Alterations or additions to the offer to a concluded contract and the written form clause need to be in written form to be effective.
13.4. An offer to a concluded contract is subject to the Federal Republic of Germany valid rights under exclusion of all international and supranational (contracts-) legal systems, notably the UN Convention on Contracts for the International Sale of Goods.
14. Arbitration clause
All disputes which are in connection with the offer to a concluded contract or its validity, a final decision will be made by a court of arbitration in accordance with the respective, valid version of the Arbitration Code of the German Institute for Arbitration under the exclusion of a fair legal process. Court of arbitration: Dortmund.
15. Severability clause
Should an individual part of these Terms and Conditions be or become ineffective, the effectiveness of the remaining terms will not be impaired.