General Terms and Conditions
§ 1 Conclusion of Contract
(1) The offerings in the Company’s online shop or in catalogues issued by the Company are non-binding.
(2) By placing an order, the Distributor/Reseller makes a binding offer to purchase the relevant product. Without undue delay upon receipt of the order, the Company will send to the Distributor/Reseller a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by the Company either upon subsequent express acceptance of the order or by dispatching the product. The sales contract with the Distributor/Reseller shall not become effective until the acceptance of the Company.
§ 2 Delivery
(1) Delivery shall be ex works the plant of the Company.
(2) The Company shall either deliver software on a data carrier or make the Contractual Products available for download on a server designated by the Company. If Software is delivered via download, the Distributor/Reseller shall bear the telecommunication costs, provider costs and other costs incurred through Internet access. When downloading, the risk passes to the Distributor/Reseller when the last data packet belonging to the software files is transferred via the data port of the Company’s server.
(3) Use of the Software may require the issuance of a license key linked to the user’s hardware environment. Such license key shall be issued by the Company if necessary. The Distributor/Reseller shall point this out to the customer prior to purchase of the Contractual Product.
(4) If required for import into the Contractual Territory, the Distributor/Reseller shall obtain an import license or other official authorization at its own expense and take care of all formalities relating to customs.
§ 3 Maturity of Purchase Price; Set-Off
(1) The purchase price is due immediately after placing the order. If the Distributor/Reseller is in default with payment of the purchase price, the Company is entitled to make outstanding deliveries only against payment in advance and to withhold issuing a license key for the Software for the payment of which the Distributor/Reseller is in default. The assertion of further rights due to default of payment shall remain unaffected herefrom.
(2) The Distributor/Reseller shall have no right for set-off or retention, except to the extent that the counterclaim has not been disputed by the Company or has been determined by a final and binding decision.
§ 4 Retention of Title of Property
(1) The goods shall remain the property of the Company until full payment. If the Distributor/Reseller falls behind with the payment more than 10 days after due date, the Company reserves the right to withdraw from the contract and to reclaim the goods.
(2) The Distributor/Reseller is entitled to resell the goods under retention of title. In this case, the Distributor/Reseller already transfers all claims resulting from this resale to the Company in the amount of the invoice value, regardless if this resale takes place before or after a possible processing of the goods delivered under retention of title. Notwithstanding the Company's‘ authority to collect the claim itself, the Distributor/Reseller remains entitled to collect the claim even after the transfer. In this context, the Company undertakes not to collect the claim itself as long and if the Distributor/Reseller is not in default in payments, no filing for insolvency proceedings or other proceedings against the Distributor/Resellers assets exist and if no cessation of payments is given. If the above mentioned securities exceed the claims to be secured by more than 10 %, the Company is obliged to release the securities on request of the Distributor/Reseller at the discretion of the Company.
§ 5 Warranty Claims
(1) If the goods delivered are defective, the Distributor/Reseller is entitled, within the scope of statutory provisions, to demand supplementary performance in the form of removal of defects or delivery of a defect-free item. The Company is entitled to choose the form of supplementary performance. Precondition for any warranty claim is that the Distributor/Reseller fulfills all obligations to inspect and to reprimand owed pursuant to § 377 HGB (German Commercial Code).
(2) The limitation period of warranty claims for the goods delivered is twelve months from receipt of the goods, except in cases of claims for damages.
§ 6 Liability, Damages
(1) The Company is liable to the Distributor/Reseller only for damage caused by intent or gross negligence. Other than in case of intent, the Company is not liable for indirect damage and consequential damage (e.g. payloads), in particular, not for loss of profit, interruption in production and/or interruption of operations at the Distributor/Reseller or its customers. Mandatory statutory claims (e.g. German Code on Product Liability) of the Distributor/Reseller are not affected hereby; this applies, above all, to claims due to harm done to a person’s life, body or health.
(2) Where the damage is due to the culpable breach of a material contractual duty or to the breach of a duty the discharge of which allows the proper performance of the agreement in the first place and on the fulfilment of which the Distributor/Reseller can regularly rely and if the Company is responsible for such breach of duty, the Company will be liable in accordance with the statutory provisions. In the event of simple negligence, however, liability shall be limited to foreseeable and typical damage.
§ 7 Miscellaneous
(1) These General Terms and Conditions shall apply exclusively. Terms and Conditions of the respective other contracting party shall not apply, regardless of whether or not the application has been objected expressly in a particular case.
(2) For this agreement the laws of the Federal Republic of Germany shall exclusively apply with express exclusion of the UN Sales Convention. The exclusive venue for any and all disputes arising out of or in connection with this agreement shall be the courts of Munich, Bavaria, Germany.
(3) This agreement shall prevail in the German language version; any translations are for demonstrative purposes only.
(4) Venue of performance shall be the registered office of the company (Quantum-Systems GmbH, Sonderflughafen Oberpfaffenhofen, Friedrichshafenerstr. 2, 82205 Gilching) The court of Munich, district court Munich I, Bavaria, Federal Republic of Germany, shall have exclusive jurisdiction for any dispute, arising out of or in connection with this agreement.
(4) In case individual provisions of this contract shall be or become wholly or partially invalid or void, the effectiveness of the remaining provisions shall remain unaffected. The parties shall replace the invalid or void provision with a valid provision that comes closest to the intent and scope of the original provision. The same shall apply case of omission of a clause or provision. Any and all amendments and additions to this contract shall be made in writing. This also applies to the amendment or termination of this clause.