GENERAL TERMS AND CONDITIONS
of Qualitas Dienstleistungsgesellschaft mbH
Version: 22. November 2021
I. Scope
The terms and conditions, as set out below, shall apply worldwide to all orders accepted, provided they do not conflict with relevant legal provisions. Any amendments and collateral agreements shall be in written form.
II. Supplies and Services
For any order to be considered binding and accepted it must be agreed upon by both parties; our price list valid at the time of order shall be accepted by signing the purchase order. The hourly rates per employee do not include travelling costs. In the event of changes in price or in the respective order content, either party may request their contractual stipulation.
All orders will be executed according to the scope agreed, in the most efficient way and with adequate care. Breaks shall be included unless they exceed 45 minutes for every eight (8) working hours. Idle times, which are attributed to the Customer and cannot be influenced by us, shall not be deducted in principle. The entering of the company grounds shall be considered as the start of work.
If we default in performance, an additional reasonable period of grace shall be granted initially. If default persists after expiry of such grace period, the Customer shall be entitled to withdraw from Contract. Section 361 BGB (German Civil Code) shall remain unaffected by it. Claims for damages may be asserted up to the amount of the order value only.
Disturbances in our ordinary course of business and/or the business of a supplier, in particular, strike, lockout, war, riot and all other acts of God, shall not entitle the Customer to cancel the order. The principles of frustration of contract shall remain unaffected.
For the purpose of settling accounts nothing but the time needed, the number of components tested, the number of the components complying with the test/inspection criteria and the number of the non-complying components will be accounted for. Any subsequent splitting of the time needed by individual components to be tested will thus be impossible. If such is needed by the Customer for accounting purposes, it shall be expressly agreed upon in advance.
III. Liability, Warranty, Customer's Duty to Cooperate
a) Liability
Our liability shall be limited exclusively to deliberate acts and gross negligence. It shall also apply to objects taken into safekeeping. Apart from that, we accept liability for damage of any kind to goods in transit with express shipments if the items transported do not fall under a hazard group.
The Customer shall be solely liable in cases where he/she fails to give proper instructions, changes orders without prior consultation with our headquarters and fails to check the execution of the order. The Customer shall also be solely liable for any violation of third party rights (including intellectual property rights of third parties) as a result of order execution. By signing the order, the Customer shall hold us harmless against all and any third party claims for such infringements.
b) Warranty
For subjective, visual tasks performed there is an error potential (slippage) by nature which is accepted by Customer.
c) Customer's duty to cooperate
The Customer shall designate a competent contact person on site giving in-depth and full instructions to our employees. Should difficulties arise at the place of work or the content of order change, our headquarters shall be notified forthwith.
In any case, the Customer shall check whether our contract has been performed as agreed upon and is obligated to inspect forthwith the services received and to provide notice of any objection. If Customer fails to do so, the services shall be considered accepted. It shall not apply to defects that could not be detected during inspection.
IV. Payment / Default in Payment
Invoicing will be in EURO. If and when a different currency is requested by Customer, the amount will be converted at the daily rate and a foreign currency surcharge of 3% (three percent) added.
All services shall be due for payment upon invoicing and payable within a period of two weeks. Normally accounts are rendered upon completion of a job. For longer-term jobs, interim accounts shall be rendered on a weekly basis.
Discounts and similar reductions require prior agreement to be accepted by us. No set-off or retention rights can be asserted against our claims.
Failing to observe the time limit for payment shall automatically put the debtor in default (also without further notice). The further procedure shall then follow prevailing legal norms. A major deterioration of the Customer’s financial situation shall entitle us to demand immediate payment of all outstanding debts, cancel orders not yet started and discontinue any ongoing work. The same shall apply to any payment term exceeded by twice the time limit.
V. Complaints
We must be notified of complaints immediately, detailing the reason of complaint. If our company is not given the opportunity to be sufficiently convinced of the complaint’s cause or of the existence of a defect, the Customer shall thereby reduce its claims arising out of the complaint or they are omitted entirely.
In the event of justified complaints, our company shall – under the exclusion of any other claims – only be committed to rectification, except in cases of intent or coarse negligence.
VI. Jurisdiction / Severability Clause
The seat of our company shall be deemed as agreed upon as venue and place of performance for all disputes and claims, which are based on contracts that have these General Terms and Conditions as the basis.
Should one or more of these conditions become invalid, the validity of all remaining conditions shall not be affected. The ineffective conditions shall be replaced as quickly as possible by valid ones.
VII.COVID-19 Emergency Clause
When an order is accepted, it shall be deemed to be agreed upon that said order was accepted during the COVID-19 pandemic and that any restrictions in connection with the legal provisions related thereto may affect the proper performance of the contractual and delivery obligations. This particularly refers to work regulations that are imposed or set by the government in connection with the safety measures which could partially or completely obstruct the fulfillment of the order within the agreed terms and conditions, if any, as long as this emergency situation (pandemic) continues. It is understood that Qualitas Dienstleistungsgesellschaft mbH does not accept any liability in case it cannot fulfil its contractual obligations or can only do so with a delay as a result of the COVID-19 pandemic and its consequences.
(end of GTC)