terms – FSQon

Terms and conditions

General Terms and Conditions

As a consulting engineering company, our aim is to maintain good long-term business relationships on a partnership basis. In the following, FSQon Partnergesellschaft is referred to as the “Supplier”. Our customers are hereinafter referred to as “Purchaser”.

Unless expressly agreed otherwise in writing, the following terms and conditions shall apply as legally binding:

I. Offer, conclusion of contract

1 The following General Terms and Conditions of Delivery shall apply to all work results and services provided by us unless otherwise contractually agreed. Acceptance of work results or services shall be deemed acceptance of our terms and conditions.

2. our offers are subject to change unless expressly agreed otherwise.

3. the documents belonging to the offer, such as brochures and examples, are only approximate unless they are expressly designated as binding. The supplier is entitled to make changes to the services such as document templates, taking reasonable account of the interests of the customer.

4. collateral agreements, changes and deviations from these terms of delivery must be recorded in writing between the parties.

5. if a contract is concluded between the Supplier and the Purchaser, it shall take precedence over these General Terms and Conditions.

II. Prices

Prices are exclusive of value added tax. The work expenses communicated by the Supplier shall be decisive for the calculation if the Customer does not object immediately.

III. Delivery

1. Significant operational disruptions unforeseeable for the Supplier and for which it is not responsible, delays in delivery or delivery failures due to shortages of raw materials, energy or labor, strikes, lockouts, traffic disruptions, official measures, acts of God and other cases of force majeure at the Supplier may extend the delivery period by the duration of the impediment to performance, insofar as they are of significance for the ability to deliver the goods. The Supplier shall inform the Purchaser of the beginning and end of such hindrances as soon as possible.

2. partial deliveries that are reasonable for the purchaser are permissible.

IV. Payment

1. invoices are payable immediately without discount and without any deduction, unless discount regulations have been contractually agreed. Bills of exchange or similar methods of payment shall not be accepted.

2. retention and set-off due to claims of the customer disputed by the supplier are excluded.

3. non-compliance with agreed terms of payment or other circumstances which, applying customary banking standards, indicate a significant deterioration in the financial circumstances of the customer shall result in the immediate maturity of all claims of the supplier based on the same legal relationship.

V. Complaints, claims for defects, liability

1. complaints regarding the quality or quantity of the work results and services must be notified to the supplier in writing immediately, at the latest 14 days after receipt of the work results and services, stating the invoice number and product designation.

2. preliminary work results and services are interim results and may deviate from the agreed specifications and properties. They are intended for practical testing by the customer. Warranties are then excluded. Work results are considered final after the customer has approved the work results.

3. the supplier assumes no liability for damages of any kind arising from the use of the work results and services provided. The use of the work results and services shall be at the user’s own risk. Likewise, liability for any damages, in particular business interruption, loss of profit, loss of information and data, consequential damages are excluded.

4 In the event of justified complaints notified in due time, the supplier shall be entitled to subsequent performance within a reasonable period of time. If the supplementary performance fails twice or if it is impossible or unjustifiably refused or unreasonable for the customer, the customer shall be entitled to reduce the purchase price or withdraw from the contract at his discretion.

5. claims for damages by the customer, regardless of the legal grounds, are excluded. This shall not affect cases of breach of material contractual obligations, mandatory, i.e. statutory liability (under the Product Liability Act) in the event of injury to life, limb or health, or cases of intentional or grossly negligent causation of damage. The claim for damages shall be limited to the foreseeable damage typical for the contract, unless one of the above-mentioned mandatory grounds for liability applies. Liability for consequential damages from breaches of duty is excluded. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

6. the above exclusions of liability shall also apply to the personal liability of the supplier’s employees, workers, staff, representatives and other vicarious agents.

7. claims for defects with regard to the delivered products shall become statute-barred after one year, with the exception of claims of the purchaser against the supplier due to fraudulently concealed defects.

VI. Technical application advice

1. The supplier provides application-related advice to the best of his knowledge. All details and information about the suitability and application of the work results and services do not release the purchaser from carrying out his own checks as to the suitability of the work results and services for the intended processes and purposes.

2. In addition, the customer must observe the standards for handling the delivered goods and their area of application.

VII. Retention of title

1. the work results and services shall remain the property of the Supplier until the Customer has settled all its liabilities arising from the current and future business relationship with the Supplier.
Document templates, templates and guidelines supplied remain protected by copyright. FSQon has copyright claims to such work results and services and therefore cannot be passed on to third parties without further ado. This does not apply to documents, work results and services edited by the customer that were created specifically for the purpose of communicating with third parties.

2. the customer shall be entitled to dispose of the work results and services owned by the supplier in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with the supplier in good time, i.e. observes payment obligations, the GTCs and contracts.

3. if there is a delay in performance, default in payment or any other breach of statutory or contractual obligations on the part of the Customer, the Supplier shall be entitled to withdraw from the contract.

VIII. Place of performance and jurisdiction

(1) The place of performance for delivery and payment shall be the Supplier’s registered office.

2. the place of jurisdiction shall be, at the Supplier’s discretion, the Supplier’s registered office or a branch office in the Federal Republic of Germany – or the general place of jurisdiction of the Purchaser; this shall also apply to all documents.

3. if the customer does not have a registered office or a branch office in the Federal Republic of Germany, the place of jurisdiction shall in any case be the supplier’s registered office; this shall also apply to all documents.

4. the contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG)

IX. Severability clause

The invalidity of one or more clauses shall not affect the validity of the other provisions of this GTC or of the contract between the
supplier and the recipient of the serviceand. The contracting parties are obliged to replace the invalid clauses with other provisions that correspond to the invalid clauses as closely as possible in an economic point of view.