General Terms and Conditions (GTC)

§ 1 Scope

1.

The user of these GTC is the company named below:

Quick-Ohm Küpper & Co. GmbH
Cronenfelder Str. 75
D-42349 Wuppertal

Tel.: (+49) 202 40 43 0
E-mail: kontakt [at] quick-ohm.de

2.
Customer in the sense of these GTC are exclusively entrepreneurs in the sense of §§ 14, 310 (1) of the German Civil Code (“BGB”). Irrespective of the indication of the company data and the VAT identification number (USt-IdNr.) when placing the order, the Customer hereby confirms to the User that he is an entrepreneur in the sense of § 14 BGB and acts in his capacity as an entrepreneur.

3.
These GTC apply to all sales of goods and other services by the User, regardless of whether these transactions are concluded online or offline. These GTC shall apply in the version valid at the time of the conclusion of the contract. These GTC shall also apply to all future business relations, even if they are not agreed again.

4.
Individual contractual agreements take precedence over these GTC.

5.
Terms and conditions of the Customer that deviate from these GTC shall not apply insofar as they contradict these GTC or insofar as the User has not explicitly agreed to them. In particular, the performance of the service by the User shall not be deemed to be consent to deviating terms and conditions.

§ 2 Conclusion of contract

1.
We provide our services exclusively to entrepreneurs within the meaning of § 14 BGB. When ordering, you will be asked to provide the contact details of your company as well as your VAT identification number (USt-IdNr.) and thus register as a customer in our system. The data required to create your user account must be provided by you completely and truthfully. Only entrepreneurs are entitled to create such an account. We also refer you to our data protection declaration, which you can view on our website under the item "Data protection declaration".

2.

The presentation of the goods in the online store is merely an invitation to submit an offer.

The order (clicking the buy button) by the Customer represents a binding offer, unless otherwise explicitly agreed. The Customer is bound to this offer for four weeks.

After receipt of the offer, the Customer receives an automatically generated e-mail with which the User confirms having received the order. This confirmation of receipt does not yet constitute acceptance of the Customer's offer.

An order shall not be deemed accepted until it has been confirmed in writing by the User or the User has commenced delivery during this period. The conclusion of the contract is subject to correct and timely delivery by the User's suppliers.

3.

All orders placed with the User by the Customer directly or via sales representatives require acceptance by written order confirmation, unless it is a rush delivery with direct invoice or a cash transaction.

Deviations of the ordered or delivered articles from the order, in particular with regard to material and design, are expressly reserved within the scope of technical progress.

§ 3 Delivery time

If a delivery time is agreed or required, the following shall apply:

The delivery dates stated by the User are non-binding unless they are expressly confirmed in writing by the User as a "binding delivery date".

The User's obligation to perform shall be limited to the stock of goods of the same designation and type available in the User's warehouse. The delivery by the User is subject to self-delivery. The User shall notify the Customer within a reasonable period of time if the Customer is not supplied by the User. If self-delivery does not take place, the purchase contract shall be deemed not to have been concluded. A procurement risk assumed by the User does not exist. The User is not obliged to reorder the same goods from third parties.

A prerequisite for compliance with the delivery time is the timely fulfillment of the contractual obligations assumed by the Customer, in particular the performance of the agreed payments and, if applicable, the provision of agreed securities.

Furthermore, in the event of a delay for which the User is responsible, the Customer shall only be entitled to assert further rights if a grace period of at least three weeks set by the Customer after the occurrence of the delay has expired fruitlessly.

In the event of force majeure, the User shall be entitled to postpone performance for the duration of the hindrance plus a subsequent reasonable start-up period or, if performance is or becomes impossible in fact or in economic terms, to withdraw from the contract.

In all these cases, the Customer is not entitled to withdraw from the contract if he is responsible for the obstacles.

§ 4 Exclusion of procurement risk and guarantees

The User does not assume any procurement risk and also no guarantees of any kind. This does not apply to explicit and written agreements between the User and the Customer on the assumption of a procurement risk and/or a guarantee.

§ 5 Warranty & duty to examine and give notice of defects

1.
The Customer is obliged to inspect the goods immediately upon receipt with due care for deviations in quality or quantity. If there are obvious defects, the Customer must notify the User of these defects within seven days of receipt of the goods. The timely dispatch of the notice of defect shall be sufficient to meet the deadline. This shall also apply to hidden defects discovered later from the time of discovery. If the Customer fails to comply with the obligation to inspect the goods and to give notice of defects, the assertion of warranty claims shall be excluded.

 
2.
In the event of subsequent performance, the User may, at its own discretion, provide subsequent performance by repair or replacement. If the subsequent performance fails twice, the Customer may demand a reduction or withdraw from the contract.

3.
The warranty period shall be one year from receipt of the goods. This reduction of the warranty period shall not apply to damages resulting from injury to life, body or health or from the breach of an essential contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Customer may regularly rely, as well as to claims based on other damages resulting from an intentional or grossly negligent breach of duty by the User or one of its vicarious agents.

§ 6 Liability

1.
The User shall be liable without limitation for intent and gross negligence as well as in accordance with the German Product Liability Act. The User shall be liable for damages resulting from injury to life, body and health of persons already in case of slight negligence.

2.
Irrespective of the liability cases mentioned in § 6.1. the following limitations of liability shall apply: The User shall be liable for slight negligence only due to the violation of essential contractual obligations, the fulfillment of which enable the proper execution of the contract in the first place and on the compliance with which the Customer may regularly rely. The liability for slight negligence is limited to the amount of damages foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability also applies to the vicarious agents of the User.

§ 7 Retention of title

Any goods delivered by the User shall remain the property of the User until the purchase price has been paid in full and until all claims resulting from the business relationship have been settled in full (extended reservation of title). Any disposal of the goods subject to retention of title by the Customer is only permitted in the Customer's regular business transactions. Under no circumstances, however, may the goods be transferred to third parties as security within the scope of regular business transactions.

In case of sale of the goods in the regular course of business, the paid purchase price shall replace the goods. The Customer hereby assigns to the User all claims arising from any sale. The Customer is authorized to collect these claims as long as he meets his payment obligations to the User. With regard to the extended reservation of title (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to credit institutions, is contrary to the contract and therefore inadmissible. The User shall be entitled at any time to examine the Customer's sales documents and to inform its customers of the assignment.

If the Customer's claim from the resale has been included in a current account, the Customer hereby also assigns its claim from the current account against its customer to the User. The assignment is made in the amount that the supplier had charged the purchaser for the resold reserved goods.

In the event of seizure of the goods at the Customer's premises, the User shall be informed immediately by sending a copy of the execution record and an affidavit that the seized goods are the goods delivered by the Supplier and subject to retention of title.

If the value of the securities pursuant to the preceding paragraphs of this clause exceeds the amount of the outstanding claims secured thereby by more than 20% for the foreseeable future, the Customer shall be entitled to demand the release of securities from the User to the extent that the excess exists.

The assertion of the rights of the User from the reservation of title does not release the Customer from his contractual obligations. The value of the goods at the time of repossession shall only be offset against the existing claim of the User against the Customer.

Items supplied for test and demonstration purposes shall remain the property of the User. They may only be used by the Customer beyond the test or demonstration purpose on the basis of a separate agreement with the User.

§ 8 Right of withdrawal of the user

The User may withdraw from the contract in particular for the following reasons:

1. if it turns out that the Customer has provided inaccurate information with regard to his creditworthiness and this information is of significant importance.

2. if the goods subject to the User's reservation of title are sold other than in the Customer's regular course of business, in particular by transfer of ownership by way of security or pledging. Exceptions to this shall only exist if the User has declared its consent to the sale in writing.

§ 9 Prices

The prices that were applicable at the time the order was placed shall apply. Prices are calculated from the registered office of the User in euros plus the applicable value added tax. There is no right to receive goods at earlier or later more favorable prices. Should we consider a price reduction before the delivery of the goods, this will be done in an accommodating manner and without acknowledgement of a legal obligation.

§ 10 Terms of payment and delivery

1.
The delivery and payment conditions communicated on the offer, delivery bill, order confirmation and/or invoice shall apply exclusively. Payments shall be deemed to have been made at the place where the User can dispose of the amount. Cheques shall be accepted on account of payment and shall only be deemed to be payment after they have been cashed. Any costs incurred shall be borne by the Customer. Payments may only be made in the agreed currency. All claims of the User against the Customer, irrespective of the legal relationship, shall be due for payment immediately if a circumstance is realized that entitles the User to withdraw from the contract in accordance with statutory provisions or contractual provisions.

2.
Should it be necessary to ship the goods, this shall be done from the User's registered office at the expense and risk of the Customer. Unless otherwise explicitly agreed, the User shall be free to choose the carrier and the means of transport. The risk shall also pass to the Customer upon dispatch from the User's registered office if carriage paid delivery has been agreed.

3.
If the shipment is delayed due to circumstances for which the Customer is responsible, the risk shall already pass to the Customer at the time of readiness for shipment. The costs arising from the delay (in particular storage charges) shall be borne by the Customer. The User shall be entitled to make partial deliveries unless they are unreasonable for the Customer in the individual case.

4.
The User is not obliged to insure the consignment against transport damage or to have it insured, unless a corresponding obligation has been explicitly assumed by the User in writing.

 
11 Offsetting and right of retention

1.
The Customer is only permitted to fulfill the obligation to pay the purchase price by offsetting if its counterclaims have been legally established, are undisputed or have been recognized by the User.

2.
The Customer may only assert a right of retention if the counterclaim is based on the same contractual relationship.

§ 12 EC import turnover tax

1.
Insofar as the Customer has its registered office outside Germany, it shall be obliged to comply with the import VAT regulations of the European Union. This includes in particular the disclosure of the VAT identification number to the User without separate request. Upon request, the Customer is obliged to provide the necessary information regarding its capacity as an entrepreneur, regarding the use and transport of the delivered goods as well as regarding the statistical reporting obligation.

2.
The Customer is obliged to compensate the User for any expenses - in particular a handling fee - incurred by the User due to defective or incorrect information provided by the Customer regarding import VAT.

3.
Any liability of the User arising from the consequences of the Customer's information on the import VAT or the relevant data in this regard is excluded, unless there is intent or gross negligence on the part of the User's site.

§ 13 Return and disposal of old or defective electrical items

1.
The Customer hereby assumes all obligations incumbent on the User in accordance with § 19 of the Electrical and Electronic Equipment Act (ElektroG) in relation to the Customer in place of the User at its own expense. The Customer undertakes to dispose of all goods subject to the contract, which are electrical appliances within the meaning of § 19 ElektroG, instead of the User at its own expense and in accordance with the statutory provisions without delay. The Customer shall indemnify the User against all obligations under § 19 ElektroG and any related claims by third parties.

2.
The Customer shall contractually obligate commercial third parties, whenever electrical equipment is passed on to them, to dispose of the electrical equipment passed on to them without delay and properly at their own expense after the end of use in accordance with the statutory provisions. Prior to each transfer of electrical equipment to third parties, the Customer shall ensure that these third parties impose the same contractual obligations on all other commercial third parties to whom they transfer electrical equipment as they impose on themselves (further obligation). In the event of a breach of these obligations, the Customer must immediately take back the electrical equipment passed on by it after it has ceased to be used and properly dispose of it at its own expense and in accordance with the statutory provisions. Further claims and rights of the User shall remain unaffected.

3.
Unless otherwise stipulated or required by law, packaging shall remain with the Customer and shall be disposed of properly by the Customer. Pallets are excluded from this, unless otherwise stipulated by contract.

 
14 Jurisdiction, Place of Performance & Choice of Law

1.
The exclusive local place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the User's place of business.

2.
All obligations arising from the contractual relationship shall be performed at the User's place of business.

3.
In any case, in particular also in the case of cross-border deliveries, the law of the Federal Republic of Germany shall apply in addition to these GTC. The application of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws is excluded.

4.
Contractual language is exclusively German and English.

§ 15 Final provisions & severability clause

1.
Amendments or supplements to the contract, the acceptance of the application or these GTC must be made in writing, unless otherwise stipulated in these GTC and/or statutory provisions. This also applies to the cancellation of the written form requirement.

2.
Should individual provisions of these GTC be or become invalid or void, this shall not affect the validity of the remaining provisions.