Terms and Conditions

These General Terms and Conditions of Business and Delivery of QuaVis Technologies GmbH apply to its deliveries and services. This website provides information only and does not offer online ordering.

I. General

1. In the following, QuaVis Technologies GmbH is referred to as the Supplier and the customer as the Purchaser.

2. All deliveries and services are subject to these terms and any separate contractual agreements. Deviating purchasing terms of the Purchaser do not become part of the contract even through acceptance of an order. Unless otherwise specifically agreed, a contract is concluded upon the Supplier's written order confirmation.

3. The Supplier reserves ownership and copyright in samples, cost estimates, drawings and similar information of a tangible or intangible nature, including in electronic form; these must not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.

4. Our General Terms and Conditions of Business and Delivery also apply in principle to subsequent transactions.

II. Price and payment

1. Unless otherwise specifically agreed, prices are EXW (under Incoterms 2000), including loading at the factory but excluding packaging and unloading. VAT at the applicable statutory rate is added to the prices.

2. Unless otherwise specifically agreed, the invoice is paid within 14 days without deduction once the payment claim is due and the invoice has been received, provided that the goods have also been received or the service has been performed. Payment is subject to verification of the invoice.

3. QuaVis Technologies GmbH is entitled to check the customer's creditworthiness by customary means. If doubts arise about the customer's creditworthiness, or circumstances and information indicate a poor financial position, QuaVis Technologies GmbH is entitled to revoke payment terms granted and delivery dates promised and to make further deliveries only against advance payment.

4. The Purchaser may withhold payments or set off counterclaims only to the extent that its counterclaims are undisputed or have been established by a final judgment.

5. Our quoted prices are based on the pricing conditions prevailing at the relevant time. If general economic cost factors change significantly, an appropriate price adjustment may be made at the time of delivery or performance.

III. Delivery time and delay

1. The delivery time is determined by the parties' agreements. Compliance by the Supplier requires all commercial and technical questions between the parties to have been resolved and the Purchaser to have fulfilled all its obligations, such as providing the necessary official certificates or permits or making a down payment. If this is not the case, the delivery time is extended appropriately. This does not apply insofar as the Supplier is responsible for the delay.

2. The purchase-price claim is unaffected by transport damage.

3. Compliance with the delivery period is subject to correct and timely supplies being received by the Supplier. The Supplier will communicate foreseeable delays as soon as possible.

4. The delivery period is met if the item to be delivered has left the Supplier's factory or readiness for dispatch has been notified before the period expires. Where acceptance is required, the acceptance date is decisive, except where acceptance is justifiably refused; alternatively, notification of readiness for acceptance is decisive.

5. If dispatch or acceptance of the item is delayed for reasons for which the Purchaser is responsible, the Purchaser is charged the costs caused by the delay, beginning one month after notification of readiness for dispatch or acceptance.

6. If the delivery time cannot be met because of force majeure, labour disputes or other events outside the Supplier's control, the delivery time is extended appropriately. The Supplier will notify the Purchaser of the beginning and end of such circumstances as soon as possible.

7. The Purchaser may withdraw from the contract without setting a time limit if the Supplier's entire performance becomes definitively impossible before the transfer of risk. The Purchaser may also withdraw if performance of part of a delivery under an order becomes impossible and it has a legitimate interest in rejecting partial delivery. Otherwise, the Purchaser must pay the contractual price attributable to the partial delivery. The same applies where the Supplier is personally unable to perform. In all other respects, Section VII.2 applies. If impossibility or inability to perform arises while the Purchaser is in default of acceptance, or if the Purchaser is solely or overwhelmingly responsible for those circumstances, it remains obliged to provide the counter-performance.

IV. Transfer of risk and acceptance

1. Risk passes to the Purchaser when the item has left the factory, including where partial deliveries are made or the Supplier has undertaken additional services, such as shipping costs or delivery and installation. Where acceptance is required, it must take place without delay on the acceptance date or, alternatively, after the Supplier notifies readiness for acceptance. The Purchaser may not refuse acceptance because of a non-material defect.

2. If dispatch is delayed or does not occur because of circumstances not attributable to the Supplier, risk passes to the Purchaser on the day readiness for dispatch is notified. The Supplier undertakes to obtain, at the Purchaser's expense, the insurance requested by the Purchaser.

3. Partial deliveries are permitted insofar as they are reasonable for the Purchaser.

V. Retention of title

1. The goods remain the Supplier's property until all the Supplier's claims arising from the business relationship with the Purchaser have been paid in full, even if the purchase price for specifically identified claims has been paid. Delivery of bills of exchange or cheques does not constitute fulfilment; only their redemption and final credit constitute payment within the meaning of the first sentence.

2. In a current-account relationship, the retained title under paragraph 1, first sentence, secures the Supplier's claim to the balance.

3. Where the Purchaser works on or processes the goods, the Supplier is deemed the manufacturer within the meaning of section 950 of the German Civil Code (BGB). The Supplier acquires ownership of intermediate and finished products without charge, while the Purchaser is only their custodian.

4. If the Purchaser works on or processes the Supplier's goods together with goods not originating from the Supplier, the Supplier has co-ownership of the new item until payment of the outstanding claims under paragraphs 1 and 2. Its share is the ratio of the invoice value of the Supplier's goods subject to retention of title to the other goods processed, at the time of processing.

5. The Purchaser is authorised to resell the goods delivered by the Supplier and the items resulting from working on or processing them, including with goods not originating from the Supplier, exclusively in the ordinary course of business. The Purchaser hereby assigns to the Supplier the claims arising from resale or any other legal ground relating to those goods and items. For new items within paragraph 4, the assignment is limited to the portion of the claim attributable to the Supplier's co-ownership share.

6. The Purchaser is also authorised to collect the claims assigned under paragraph 5 for as long as it fulfils its payment obligation to the Supplier. The Purchaser is not authorised to make other dispositions of the goods or items under paragraphs 2 to 4, such as transfer of ownership as security or pledging; for the new item under paragraph 4, this relates to the Supplier's respective co-ownership share.

7. If the value of the security held for the Supplier exceeds its total claim or claims by more than 20%, the Supplier must, at the request of the Purchaser or a third party adversely affected by the excess security, release security to that extent, choosing which security to release.

VI. Claims for defects

For material defects and defects in title affecting the delivery, the Supplier is liable as follows for 12 months from the delivery date, to the exclusion of further claims and subject to Section VII.

Material defects

1. All parts found to be defective as a result of a circumstance existing before the transfer of risk must, at the Supplier's choice, be repaired or replaced with defect-free parts free of charge. Such defects must be notified to the Supplier in writing without delay once discovered. Replaced parts become the Supplier's property.

2. After consultation with the Supplier, the Purchaser must give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries the Supplier considers necessary; otherwise, the Supplier is released from liability for the resulting consequences.

3. Of the direct costs arising from repair or replacement, the Supplier bears the cost of the replacement part, including shipping, insofar as the complaint proves justified. It also bears the costs of removal and installation and of providing any necessary fitters and assistants, including travel costs, insofar as this does not impose a disproportionate burden on the Supplier.

4. Within the statutory provisions, the Purchaser may withdraw from the contract if the Supplier, taking account of the statutory exceptions, allows a reasonable period set for repair or replacement because of a material defect to expire without result. For a merely insignificant defect, the Purchaser is entitled only to a reduction of the contractual price. The right to reduce the contractual price is otherwise excluded. Further claims are governed by Section VII.2 of these terms.

5. In particular, no liability is assumed in the following cases: unsuitable or improper use; incorrect assembly or commissioning by the Purchaser or third parties; natural wear; incorrect or negligent treatment; improper maintenance; unsuitable operating materials; defective construction work; unsuitable foundations; or chemical, electrochemical or electrical influences, insofar as the Supplier is not responsible for them.

6. If the Purchaser or a third party carries out repairs improperly, the Supplier is not liable for the resulting consequences. The same applies to modifications to the delivered item made without the Supplier's prior consent.

Defects in title

7. If use of the delivered item infringes industrial property rights or copyright in Germany, the Supplier will, at its expense, generally obtain for the Purchaser the right to continue using it or modify the item in a manner reasonable for the Purchaser so that the infringement ceases. If this is not possible on economically reasonable terms or within a reasonable period, the Purchaser may withdraw from the contract. Under the same conditions, the Supplier may also withdraw. In addition, the Supplier will indemnify the Purchaser against undisputed claims, or claims established by a final judgment, of the relevant rights holders.

8. Subject to Section VII.2, the Supplier's obligations in Section VI.7 are exhaustive for infringements of industrial property rights or copyright. They apply only if:

1. the Purchaser informs the Supplier without delay of alleged infringements of industrial property rights or copyright;
2. the Purchaser supports the Supplier to a reasonable extent in defending the claims asserted or enables the Supplier to carry out the modifications under Section VI.7;
3. all defence measures, including out-of-court settlements, remain reserved to the Supplier;
4. the defect in title is not based on an instruction from the Purchaser; and
5. the infringement was not caused by the Purchaser modifying the item without authority or using it contrary to the contract.

VII. Supplier's liability and exclusions

1. If, through the Supplier's fault, the Purchaser cannot use the delivered item in accordance with the contract because suggestions or advice given before or after conclusion of the contract were omitted or incorrectly carried out, or because other ancillary contractual obligations were breached, particularly instructions for operation and maintenance, Sections VI and VII.2 apply to the exclusion of further claims by the Purchaser.

2. For damage not occurring to the delivered item itself, the Supplier is liable, on whatever legal ground, only:

1. in cases of intent;
2. in cases of gross negligence by the proprietor, governing bodies or senior employees;
3. for culpable injury to life, body or health;
4. for defects fraudulently concealed by the Supplier;
5. for defects in the delivered item insofar as liability arises under the German Product Liability Act for personal injury or damage to privately used property.

In the event of a culpable breach of essential contractual obligations, the Supplier is also liable for gross negligence by non-senior employees and for slight negligence; in the latter case, liability is limited to reasonably foreseeable damage typical of the contract. Further claims are excluded.

VIII. Limitation periods

All claims of the Purchaser, on whatever legal ground, become time-barred after 12 months. The statutory periods apply to claims for damages under Section VII.2(a)–(d). They also apply to defects in a building or in delivered items which, in accordance with their usual use, were used for a building and caused it to be defective.

IX. Disposal of used equipment

1. The customer assumes the obligation, at its own expense, to dispose of the delivered goods properly in accordance with statutory requirements after their use ends, and indemnifies the Supplier against the obligation under section 10(2) ElektroG (manufacturers' take-back obligation) and related claims.

2. The customer must contractually require commercial third parties to whom it passes the delivered goods to dispose of them properly at their own expense in accordance with statutory requirements after use ends, and to impose an equivalent obligation to pass on these duties if they transfer the goods again.

3. If the customer fails to contractually require third parties to whom it passes the goods to assume the disposal obligation and pass it on, the customer must take back the delivered goods at its own expense after use ends and dispose of them properly in accordance with statutory requirements.

4. The manufacturer's claim for assumption of the obligation or indemnification by the customer does not become time-barred before two years have elapsed after the equipment's use definitively ends. The two-year period preventing expiry begins no earlier than receipt by the manufacturer of the customer's written notification that use has ended.

X. Use of software

Where software is included in the delivery, the Purchaser is granted a non-exclusive right to use the supplied software, including its documentation. It is provided for use on the delivered item intended for that purpose. Use of the software on more than one system is prohibited.

The Purchaser may reproduce, revise, translate or convert the software from object code to source code only to the extent permitted by law (sections 69a et seq. of the German Copyright Act, UrhG). The Purchaser undertakes not to remove manufacturer information, particularly copyright notices, or alter it without the Supplier's prior express consent.

All other rights in the software and documentation, including copies, remain with the Supplier or the software supplier. Granting sublicences is not permitted.

XI. Applicable law and jurisdiction

1. All legal relationships between the Supplier and the Purchaser are governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

2. The place of jurisdiction is Munich.

Subject to change.

QuaVis Technologies GmbH
Tegernseer Landstrasse 14
D-82054 Sauerlach, Germany
info@quavis.de