General Terms and Conditions of Sale and Delivery
of Automation Dr. Nix GmbH & Co. KG in Commercial Transactions /B2B

Language Clause / Legal Validity / Convenience Translation
These General Terms and Conditions of sale and Delivery have been translated into English
for informational purposes only. In the event of any discrepancies or inconsistencies
between the German and English versions, the German version shall prevail and be legally
binding. The original German text is the sole authoritative version for all legal
interpretations and contractual obligations.

I. Scope of Application

1. These General Terms and Conditions of Sale and Delivery (“GTC”) apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 German Civil Code (BGB)). Unless otherwise agreed, the GTC in the version valid at the time of the buyer’s order or in the version last communicated to them in text form shall also apply as a framework agreement for similar future contracts, without us as the seller having to refer to them again in each individual case. For offers, purchase contracts, deliveries, and services based on orders from our customers (hereinafter “Customer”) via our online shop https://www.q-nix.com/shop/ (hereinafter the “Online Shop”), our General Terms and Conditions of Sale and Delivery for commercial transactions for the Online Shop apply.
2. These GTC apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law.
3. The Customer’s terms and conditions do not apply. This also applies if we do not separately object to their validity in individual cases.
4. Individual agreements made with the Customer in individual cases (including collateral agreements, additions, and amendments) shall in any case take precedence over these GTC. Subject to counterproof, a written contract or our written confirmation shall be decisive for the content of such agreements.
5. These GTC also apply to all future transactions with the Customer, provided they are legal transactions of a related nature.

II. Offer and Conclusion of Contract

1. Offers are always non-binding and subject to change, unless otherwise agreed in individual contracts. Reasonable technical changes, as well as changes in form, color, and other conditions, are reserved, provided they do not impair the functionality.
2. If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks. Acceptance can be declared in writing or by delivery. 
3. The conclusion of the contract is subject to our timely and correct self-delivery by our suppliers, but only in the event that we are not responsible for the non-delivery. This applies in particular when concluding a congruent hedging transaction with our supplier. If the performance is unable to be provided or is not provided on time, we will inform the Customer immediately and refund any payments already made.
   
   

III. Contractual Terms

1. The scope of the delivery obligation is determined by the order confirmation.
2. Only the specific information on the Goods in the order confirmation is decisive for the agreed quality of the Goods. Unless expressly agreed otherwise, the order will be executed in accordance with our sales documents (descriptions, printed materials, brochures, dimension sheets, information on our homepage and in the online catalogue). We reserve the right of ownership and copyright to our models, plans, and drawings.
3. Furthermore, technical data, illustrations, drawings, brochures, advertising materials, etc. serve only as the general description of products. They are only approximate specifications. Changes in the design, form, weight, dimensions, execution, and color of our products remain reserved within the aforementioned framework, provided they do not change the function and usability of the Goods and are reasonable for the Customer according to general commercial practice.
4. Test certificates are attached to the probes, whether they are installed in the device, inserted into the device, or sold individually. Further accessories are excluded from this. Other documentation must be explicitly ordered when placing the order. They will be charged separately.

IV. Documents Provided

We reserve ownership and copyright on all documents provided to the Customer in
connection with the order – also in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give our express written consent to the Customer. If we do not accept the Customer’s offer within the period specified in Section II, these documents must be returned to us immediately without further request.

V. Customer’s Notification Obligations

The Customer is obligated to provide us with all necessary information about the intended use of the delivery item when placing the order. This applies in particular to use for military purposes and when the Goods to be delivered are to be used in conjunction with toxic, flammable, corrosive, and explosive media, as well as other harmful substances or under special temperature and pressure conditions, or if specific operating conditions of another kind exist. The Customer must not deliver/sell Goods to sanctioned or embargoed countries.

VI. Prices and Payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus value-added tax at the respective valid rate. Costs for packaging and other ancillary services will be invoiced separately and are to be borne by the Customer.
2. Payment of the purchase price must be made exclusively to the account with:
   Commerzbank AG, Köln
   IBAN: DE35 3708 0040 0369 4082 00
   BIC: DRESDEFF370
   or
   Volksbank Köln Bonn eG, Köln Bonn
   IBAN: DE36 3806 0186 5000 9170 11
   BIC: GENODED1BRS
   The deduction of discounts is only permitted if expressly agreed in writing.
3. Unless otherwise agreed, the purchase price is payable within 30 days of the invoice date without deduction. Default interest will be charged at the currently applicable statutory default interest rate according to § 288 Paragraph 2 BGB, amounting to twelve percentage points above the respective base interest rate. We reserve the right to claim higher damages caused by default.
4. Unless a fixed price agreement has been made, reasonable price adjustments due to changed labor, material, and distribution costs are reserved for deliveries that take place 3 (three) months or later after contract conclusion.

VII. Rights of Retention and Set-off

The Customer may only set off claims against us if these counterclaims have been legally established, are undisputed, or acknowledged by us. Rights of retention may only be exercised by the Customer if the counterclaim is based on the same individual contractual relationship. Rights of retention due to claims arising from a claim not concluded in connection with the respective contract are not permitted.

VIII. Delivery Time

1. The delivery period is individually agreed or stated by us upon acceptance of the order.
2. The start of the delivery time stated by us requires the timely and proper fulfillment of the Customer’s obligations. The right to invoke the defense of non-performance of the contract remains reserved.
3. All periods for the dispatch of Goods stated by us in the order or otherwise agreed start (a) if delivery against advance payment is agreed, on the day of receipt of the full purchase price (including VAT and shipping costs) or (b) if payment on account is agreed, on the day the purchase contract is concluded. The date of delivery is determined by the date on which we hand over the Goods to the shipping company or by our notification that the Goods are ready for self-collection.
4. Deadlines stated by us for the dispatch of Goods are always only approximate and may therefore be exceeded. This does not apply if a fixed dispatch date has been
   agreed.
5. If the Customer is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the Goods shall pass to the Customer at the point in time at which the Customer is in default of acceptance or payment.
6. Further statutory claims and rights of the Customer due to a delay in delivery remain unaffected.

IX. Shipping Method and Duration, Insurance and Transfer of Risk

1. Delivery is made ex warehouse. The warehouse is also the place of performance for delivery and the place for any subsequent performance. If the Customer wishes to have the Goods be shipped to another destination (sale by delivery), they shall bear the costs for shipping. Unless otherwise agreed, we can determine the type of shipment (packaging, shipping route, transport company). Unless expressly agreed otherwise, we determine the appropriate shipping method and the transport company at our reasonable discretion.
2. The risk of accidental loss and accidental deterioration passes to the Customer upon handover of the Goods to the Customer. In the case of a sale by delivery, the risk of accidental loss of the Goods, accidental deterioration of the Goods, and the risk of delay already pass upon delivery of the Goods to the transport company. In the event of a contractual agreement for acceptance of the Goods, this is decisive for the transfer of risk. Further statutory provisions of contract for work remain unaffected. The handover or acceptance of the Goods shall be deemed to be to the buyer being in default of acceptance.

X. Retention of Title

1. We retain ownership of the delivered Goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always explicitly refer to this. We are entitled to reclaim the Goods if the Customer acts in breach of contract.
2. The Customer is not entitled to dispose of the ownership of the Goods delivered by us and still subject to retention of title (“Reserved Goods”) without our prior written consent. The disposal of the Customer’s legal position with regard to the Reserved Goods (so-called contingent right) remains permissible as long as the third party is informed of our right of ownership.
3. The Customer is obligated to treat the Goods carefully and with care as long as ownership has not yet passed to them. If maintenance and inspection work have to be carried out, the Customer must carry these out in good time at their own expense. As long as ownership has not yet passed, the Customer must immediately notify us in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 Code of Civil Procedure (ZPO), the Customer is liable for the loss incurred by us.
4. The Customer is entitled to resell the Reserved Goods in the ordinary course of business. However, the resale may not take place in sanctioned or embargoed
   countries. The Customer hereby assigns to us any claims against the purchaser arising from the resale of the Goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The Customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the Customer meets their payment obligations from the collected proceeds, is not in default of payment, and in particular no application for the opening of insolvency proceedings has been filed or payments have been suspended.
5. We undertake to release the securities to which we are entitled at the Customer’s request, insofar as their value exceeds the claims to be secured by more than 20%.

XI. Warranty and Notification of Defects as well as Recourse / Manufacturer
Recourse / Limitations of Liability

1. Unless otherwise specified below, the statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title. This shall not affect the Customer’s rights arising from separate guarantees provided by us.
2. The Customer’s warranty rights require that they have properly complied with their obligations to inspect and give notice of defects pursuant to § 377 German Commercial Code (HGB).
3. Warranty claims expire 12 (twelve) months from delivery. For claims for damages in case of intent and gross negligence as well as for injury to life, body, and health, which are based on an intentional or negligent breach of duty by the user, the statutory limitation period applies. In the event that it is used Goods, the warranty period is excluded, with the exception of the claims for damages mentioned in sentence 2.
4. Should the delivered Goods nevertheless have a defect that already existed at the time of the transfer of risk, despite all due care, we will, subject to timely notification of defects, at our discretion, repair the Goods or deliver replacement Goods. We must always be given the opportunity to provide subsequent performance within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
5. If the subsequent performance fails, the Customer may – without prejudice to any claims for damages – withdraw from the contract.
6. Defect claims do not exist in case of only insignificant deviation from the agreed quality, in case of only insignificant impairment of usability, in case of natural wear and tear or deterioration, as well as in case of damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences that are not assumed under the contract. If improper repair work or modifications are carried out by the Customer or third parties, no defect claims exist for these and the resulting consequences.
7. Claims of the Customer for the expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, including any dismantling and
   installation costs, are excluded if the expenses increase because the Goods delivered by us have subsequently been taken to a location other than the customer’s place of business, unless the transfer corresponds to their intended use.
8. The Customer shall only have recourse claims against us exist to the extent the Customer has not made any agreements with its customer that go beyond the statutory mandatory claims for defects. For the scope of the Customer’s recourse claim against the supplier, paragraph 6 also applies accordingly.
9. Our liability for delay in delivery is – except in the case of intent or gross negligence – limited to an amount of 3% (three percent) of the respective purchase price (including VAT).
10. We are not liable (regardless of the legal reason) for damages that are typically not to be expected under normal use of the Goods. Our liability is also excluded for damages resulting from data loss, insofar as these arise because recovery is not possible or is difficult due to missing or insufficient data backup. The above limitations of liability do not apply in the case of intent or gross negligence.

XII. Other Liability

1. Within the scope of liability for fault, we are liable for damages, regardless of the legal reason, only in the case of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations of liability (e.g., care in one’s own affairs; insignificant breach of duty), only:
   a. for damages resulting from injury to life, body, or health,
   b. for damages resulting from the breach of an essential contractual obligation (obligations whose fulfilment only enables the proper execution of the contract and on whose observance the contractual partner relies on and may rely). Our liability in this case, however, is limited to compensation for the foreseeable, typically occurring damage.
2. The limitations of liability resulting from paragraph 1 also apply to third parties and in the event of breaches of duty by persons for whose fault we are responsible according to statutory provisions. Insofar as a defect was fraudulently concealed and a guarantee for the quality of the goods was assumed, the limitations of liability do not apply. This also applies to claims of the buyer under the Product Liability Act.

XIII. Miscellaneous

1. These GTC and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
3. All agreements made between the parties for the purpose of executing this contract are laid down in writing in this contract.

XIV. Data Protection

Your personal data will be stored electronically in compliance with applicable data protection regulations. Details can be found in our privacy policy
https://www.q-nix.com/en/imprint/

XV. Returns and WEEE

1. In accordance with the German Electrical and Electronic Equipment Act (ElektroG), we take back our devices. They are either recycled by us or disposed of by a recycling company in accordance with legal requirements. Our WEEE Reg. No. is: DE78730449.
2. The Customer shall bear the costs directly associated with the return of old  lectrical appliances, such as transport costs, import duties, customs clearance costs, and any other logistical incidental costs. The Customer must organize the return of old electrical appliances to us independently. They are also responsible for all costs and expenses arising from their obligations pursuant to paragraphs 3 and 4 below.
3. In the event of resale, the Customer must ensure that third parties to whom they sell WEEE goods comply with all obligations under the ElektroG and any country-specific regulations regarding the environmentally sound disposal of WEEE.
4. For the procedure to comply with WEEE regulations, the Customer shall provide us, upon request, with the data, documents, information, and other assistance we need to fulfil our obligations undertaken to comply with WEEE regulations.

XVI. Severability Clause

Should individual provisions of these GTC prove to be ineffective, the validity of the remaining provisions shall not be affected thereby. In this case, both contracting  arties are obliged to reach a new agreement that comes closest to the intended economic purpose.