General Terms & Conditions of highQ Computerlösungen GmbH
Scope of the General Terms & Conditions of highQ Computerlösungen GmbH
These general terms and conditions apply to all contracts concluded between highQ Computerlösungen GmbH and the purchaser and any other agreements made in the context of the business relationship. The terms and conditions of the customer are expressly excluded from the contract, even if not explicitly contradicted by highQ Computerlösungen GmbH. In the event that the customer does not want to accept the following general terms and conditions, he must notify highQ Computerlösungen GmbH in advance in writing.
Offer and conclusion of contract
Our offers are subject to alteration and are non-binding. A contract is only concluded when highQ Computerlösungen GmbH confirms an order of the buyer in writing or by telephone. The same applies to supplements, amendments or collateral agreements. highQ Computerlösungen GmbH reserves the right to confirm a contract by invoice.
Dimensions, drawings and illustrations, etc. are non-binding. Cost estimates may be exceeded or undershot by 15%.
Improvements or changes in performance are permissible as long as they are reasonable for the customer taking into account the interests of highQ Computerlösungen GmbH. In the case of service and development orders, a written deadline and price commitment is considered indicative of the date/price guideline and not as a binding commitment, since there may be unforeseen schedule and price changes.
Payment terms and prices
All invoices from highQ Computerlösungen GmbH are payable within 14 days of the invoice date without discounting. The date of receipt of payment at highQ Computerlösungen GmbH is authoritative. In case of default, highQ Computerlösungen GmbH is entitled to withhold further deliveries and services. In the case of payment default by the customer, highQ Computerlösungen GmbH is entitled to charge interest at the rate of 1.5% above the discount rate of the Deutsche Bundesbank.
The buyer is only entitled to offset, retention or reduction if the counterclaims have been legally established or are undisputed.
All prices are exclusive of statutory VAT. highQ Computerlösungen GmbH is entitled to make partial deliveries.
Delivery and shipping
All offers are non-binding. Delivery is only made while stocks last.
All delivery dates stated by highQ Computerlösungen GmbH are non-binding, unless a delivery date is expressly agreed in writing as binding. If after receipt of the order the customer makes changes or amendments to the order, or if other circumstances arise that make it impossible for highQ Computerlösungen GmbH to make delivery, even if highQ Computerlösungen GmbH is not responsible for these circumstances, then the delivery date will be shifted by an appropriate period. If highQ Computerlösungen GmbH is prevented from timely fulfillment of the contract, for example as a result of procurement, manufacturing or delivery problems with itself or with its suppliers, the general legal principles apply with the proviso that the customer, after expiry of one month, may set a grace period of six weeks. If non-observance of a binding delivery is proven force majeure, reasons for which include operational disruptions, force majeure and strikes, etc., regardless of whether these occur in the company’s own business, that of a supplier or sub-contractor, or otherwise according to the general principles of highQ Computerlösungen GmbH due to circumstances beyond its control, the delivery deadline will be extended accordingly. The customer can withdraw from the contract if after expiry of the extended deadline he sets highQ Computerlösungen GmbH a reasonable period of grace. The withdrawal must be made in writing if highQ Computerlösungen GmbH does not complete the contract within the grace period. If highQ Computerlösungen GmbH is wholly or partly prevented from completing the contract for the aforementioned reasons, it is free of its obligation to deliver.
The cost of shipping and insurance during transportation must always be borne by the customer, even though the choice of route and mode of shipment lies at the discretion of highQ Computerlösungen GmbH. The customer is obliged to inspect the goods directly after arrival and to immediately advise highQ Computerlösungen GmbH in writing of any recognizable transport damage and any damage to the packaging. The same applies to concealed damage. If highQ Computerlösungen GmbH as a result of the omission of this obligation loses its claims against the insurance company or the sub distributor, the customer is liable for all costs resulting from this breach of warranty. The risk passes to the customer as soon as the goods leave the factory or warehouse of highQ Computerlösungen GmbH.
Retention of title
The delivered goods remain the property of highQ Computerlösungen GmbH until full payment of all claims of highQ Computerlösungen GmbH from the business relationship with the customer in main and secondary cause. The customer is obliged to correctly assure (i.e., theft, fire, water and low-voltage insurance) goods retained under title of highQ Computerlösungen GmbH and to prove such insurance on request from highQ Computerlösungen GmbH. In case of damage, the insurance claim of the customer shall be deemed assigned to highQ Computerlösungen GmbH. The customer is not authorized to dispose of the goods under retention of title. In case of seizure or confiscation, the customer must immediately inform highQ Computerlösungen GmbH in writing and must promptly advise third parties through appropriate channels regarding the retention of title of highQ Computerlösungen GmbH.
The customer is obliged to provide highQ Computerlösungen GmbH with all information required to assert these rights and to provide the required assistance.
Limitation of liability
As long as no immediate personal injury or damage is involved, the total liability of highQ Computerlösungen GmbH amounts to no more than EUR 5,000.00. highQ Computerlösungen GmbH is not liable for lost profits, lost savings or indirect and/or consequential damages. These limitations do not apply for damages based on intent, gross negligence or the absence of guaranteed properties. highQ Computerlösungen GmbH is not liable for the recovery of data, unless the destruction of the data can be imputed as resulting from gross negligence or intent on the part of highQ Computerlösungen GmbH and that the customer has taken care through state-of-the-art security measures to ensure that these data can be reconstructed with reasonable effort.
highQ Computerlösungen GmbH guarantees that the goods displaying the characteristics promised in the contract are free of defects which may cancel or reduce value or suitability for the usual use or for the use presupposed according to the contract. An insignificant reduction in value or suitability is not considered. The warranty period is 12 months and begins with the date of delivery, unless otherwise agreed. During the warranty period, the customer must immediately inform highQ Computerlösungen GmbH of any defects in writing. The warranty does not cover the elimination of errors caused by normal wear, external influences or operating errors. The guarantee is void if, without the consent of highQ Computerlösungen GmbH, the customer makes any alteration to devices, elements or additional equipment or allows modifications to be made by third parties, unless the customer provides full proof that the defects in question are neither wholly nor in part attributable to such alterations and that remedial measures are not aggravated by the alteration. highQ Computerlösungen GmbH may repair or replace faulty devices, elements, auxiliary equipment or parts in the context of its warranty obligations. To the extent necessary for this purpose, the customer must remove programs (including his application programs, data, disks, alterations and additions) in advance of the exchange. The customer is obliged to grant highQ Computerlösungen GmbH the time and opportunity necessary to carry out the repair work required. If it is not possible for highQ Computerlösungen GmbH to eliminate significant shortcomings within six months from receipt of a proper notice of defect, the customer can set the seller a reasonable extension period with the statement that he refuses remedy of the defect with the expiry of that period. After that period, the customer has the right to change or reduction, if the deficiency is not corrected in time.
To the extent to which applications are included in the delivery, the purchaser is granted a simple unlimited right of use: i.e., he is not permitted to make copies or to allow others to use such applications. A multiple right of use requires a special written agreement. In the event of a violation of these rights, the buyer assumes full liability for any resultant damages.
highQ Computerlösungen GmbH guarantees for a period of 12 months from the date of delivery that the software delivered by highQ Computerlösungen GmbH is essentially free from material and manufacturing defects and operates substantially in accordance with the accompanying product manual. The warranty is limited to those benefits. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.
In the event of a justified complaint, highQ Computerlösungen GmbH reserves the right to carry out a total of three improvements or, in the case of the ultimate failure of subsequent improvement, to grant the customer the right to change or reduction. The customer only has a right to change or reduction if a program failure is proved to be significantly and substantially responsible for the entire scope of performance and the fault cannot be solved by other possibilities offered by the software.
Any further warranty, in particular that the software is suitable for the purposes of the customer and for directly or indirectly caused damages (for example, loss of profits or business interruption) as well as for any loss of data or damages arising in connection with the recovery of lost data are expressly excluded, unless highQ Computerlösungen GmbH or its employees can be proved to have been intentionally or grossly negligent. highQ Computerlösungen GmbH reserves the right, also after delivery, to make changes to programs that improve the performance of the program and will not affect the rest of the software.
highQ Computerlösungen GmbH and the customer mutually agree to keep secret indefinitely all business and trade secrets of the other side and not to divulge them to third parties or to exploit them in any way. The documents, diagrams, drawings, source code, program libraries, documentation and other information received by the other party due to the business relationship may be used by the respective party only in the context of the contractual purpose.
Should any of these general terms and conditions be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. Much rather, the invalid provision shall be replaced by that which comes closest to the intended purpose.
Collateral agreements are not affected. Contract amendments become valid only if they are confirmed in writing.
The customer may assign his rights from a business relationship with highQ Computerlösungen GmbH only with the written consent of highQ Computerlösungen GmbH. Offsetting against the purchase price claim is only possible for the customer with recognized or legally established counterclaims.
To the extent legally permissible, jurisdiction is the location of highQ Computerlösungen GmbH in the Federal Republic of Germany. German law applies.