1. These general terms and conditions (“Terms and Conditions”) of QUORiON Data Systems GmbH (“QUORiON” or “Company”) are applicable to all products and services of QUORiON and accessing or using the QUORiON website and/or purchasing any QUORiON services or products is an express agreement with these Terms and Conditions. Con-trary, conflicting or additional terms and conditions of any vendors, suppliers and customers or resellers or distributors are not agreed or accepted by QUO-RiON and do not form any part of any agreement or contract involving QUORiON unless explicitly agreed upon in writing by QUORiON.
2. These Terms and Conditions are incorporated by reference in all offers, proposals, quotes, estimates, orders and agreements between QUORiON and any and all third parties doing business with QUORiON.
3. These Terms and Condition and all related agree-ments entered into with QUORiON shall be governed under the laws of Germany and any disputes related to or arising under these Terms and Conditions or any agreement with QUORiON shall be exclusively brought in the courts of Erfurt, Germany, including any actions brought under the UN-sales law (CISG).
4. The specified language for all agreements involving QUORiON shall be German for customers located in Germany, and English for all other customers.
1. These Terms and Conditions may be updated, revised or changed at any time by posting the new Terms and Conditions to the QUORiON website.
2. Product and services information published by QUORiON on its website is for descriptive or informational purposes only. Specific detailed information and warranties regarding services or products ordered or purchased by customers will be included in agreements, quotes, proposals, or orders and expressly agreed between customers and QUORiON.
3. In cases of difficulties with the manufacturing, production, shipping or availability of certain products which may lead to delays in shipping or receipt of products, customers will be informed immediately of any such delays. If a product is unavailable for an unknown length of time or discontinued, or if a delay of greater than thirty (30) days is expected, QUORiON may cancel the order and refund any prepayment of customer without any further liability.
4. QUORiON retains sole ownership of all intellectual property related to QUORiON products and services, including copyrights, trademarks or patents and all confidential or proprietary documentation, technical schematics, processes, bill of materials, manuals, firmware, applications, software, drawings, and all related materials. Documents, materials and programs may not be made available to third parties without express written consent of QUORiON and agreement of recipients to use the materials or information only in accordance with QUORiON authorizations.
1. The prices of QUORiON products and services shall be as proposed by QUORiON and accepted by cus-tomer in an agreed written proposal and transaction. All products shall be shipped ex works from the QUORiON warehouse in Erfurt, Germany unless other arrangements and specifications are agreed upon in writing.
2. The legally valid VAT is added (domestic to EU mem-ber states and other countries as regulated) to the prices quoted. Quoted prices may also include packaging, insurance, and freight costs and shall be finally determined at the execution of each contracted transaction.
3. Order invoiced amounts must be paid in advance after receiving an order confirmation. Orders will not be shipped until payment is received. If payment is not received within three (3) days of Order placement, the Order will be cancelled and the pricing will no longer be valid.
4. If authorized in advance by QUORiON, payment for specific Orders may be made in installments. If installment payments are not made timely, then the Order will be cancelled and QUORiON shall have no liability for the cancelled Order and shall have no obligation to honor pricing associated with the cancelled Order.
5. The payment of the purchase price on all Orders shall be made solely to the bank account specified on the order confirmation.
6. Cash discounts shall be permitted only when agreed upon in writing specific to each Order, are at the sole discretion of QUORiON and will only be considered if all prior obligations of the customer are paid in full.
7. QUORiON may credit any payments received against a customers’s oldest debts, including accrued interest or costs, in QUORiON’s sole discretion. QUORiON may apply payments first against accrued interest and costs and then against principal, in QUORiON’s sole discretion.
8. Customer shall have no rights to set off against invoiced amounts, irrespective of any dispute, complaint, counterclaim or other.
9. QUORiON may reject returns and exchanges of products in QUORiON’s sole discretion. Discount rates or exchange charges associated with customer Orders are to be borne by the customer and are payable imediately.
10. Costs for services rendered due to incomplete or inaccurate customer information, nonverifiable complaints or inappropriate use of products by customer are exclusively borne by the customer.
11. QUORiON Data Systems GmbH is entitled to assign it’s receivables from goods and services rendered to third parties for financing purposes
1. Delivery dates are estimated, and shall be binding only if expressly agreed upon.
2. The start of the delivery lead time requires the timely and proper performance of the obligation on the part of the customer, see chapter III.
3. If the customer is in arrears with the settlement of previous debts, QUORiON is entitled to withhold deliveries without liability of any kind resulting thereby.
4. The transport is performed in accordance with the Incoterms® agreed upon.
5. If requested and paid in advance by the customer, QUORiON can effect transportation insurance for the value of the Products in the order. All costs for such insurance shall be borne by the customer and remitted in advance of shipment of Orders.
6. If the customer orders larger quantities or multiple products per order, QUORiON may ship Products and Orders in partial shipments.
1. QUORiON retains title to all Products until paid in full (subject goods). The retention of title also extends to Products that are transferred by disk or transmitted online and also applies to any related or ancillary materials.
2. Until the Products have been paid in full, the customer is obligated to QUORiON for the full value of the Products.
3. QUORiON may authorize certain customers to become resellers to resell certain QUORiON Products in the ordinary course of business. This authoriza-tion may be revoked if the reseller customer is in de-fault of his/her payment obligation. Any QUORiON Products under retention of title by QUORiON can-not be pledged for or used as security by customer (until paid for in full). Any and all proceeds resulting from the sale or any other legal reason (insurance, tort) of the QUORiON Products under retention of title by QUORiON shall be assigned to QUORiON in full by customer until payment in full is received by QUORiON.
4. If the QUORiON Products are in any way altered, processed or modified by the customer, it shall nullify any warranty from QUORiON for the altered Products, and any liability resulting from altered Products shall be borne solely by customer. The delivered and subsequently processed or modified Products remain under retention of title until paid in full. If the customer produces a new product using the processed or modified Products delivered by QUORiON then the retention of title is extended to the new products proportionate to the value of the delivered Products by QUORiON (invoice value plus VAT) until the Products are paid in full. The customer shall maintain joint ownership, care, and proper storage and maintenance of the new Products free of charge to QUORiON.
5. The customer must clearly identify Products under retention of title of QUORiON if third parties wish to claim any Products subject to retention ,especially for seizure and insolvency proceedings, and must submit notification to QUORiON immediately in such an occurrence. Judicial, extralegal, or other costs arising from such claims shall be borne solely by the customer. The customer shall also be liable to QUORiON in full for any damages sustained by QUORiON as a result of such occurrence.
6. If the customer is in breach of contract or cannot meet any agreed installment payments to QUORiON whilst being in default, then QUORiON is entitled to withdraw any QUORiON Products under retention of title at the expense of the customer or require, where appropriate, the assignment of the retention of title by the customer against third parties. The withdrawal or seizure of goods being under retention by QUORiON does not constitute a withdrawal from any agreement subject to the approval of other statutory provisions.
7. Should the customer breach any provision of these Terms and Conditions or any obligation to QUORiON under any agreement, QUORiON is entitled to rescind or cancel/terminate any agreement and to reclaim the Products and / or to claim damages.
1. The statutory warranty obligations and regulations are effective.
2. The warranty period of Products between QUORiON and its customers is 12 months starting from the QUORiON invoice date.
3. Upon delivery, the customer is under obligation to verify the integrity of the Products and if an obvi-ous defect is detected, to report it immediately in writing to QUORiON. Failing to Report any defect or issue with any Products after fifteen (15) days from delivery date shall means that the Products shall be deemed as approved and customer waives any rights to later claim a defect or non-conformity of the Products. If a latent defect emerges at a later time, customer must immediately report the discovery of such within three (3) days of discovery to QUORiON and QUORiON shall investigate and deter-mine if the Product has a defect or not. If customer fails to so report any latent defect, the Product shall be deemed not defective, customer shall waive any rights to claim defect and the Product shall not be warranted.
4. Should any Product be found to have a defect, QUORiON may choose to repair or replace the Defective Product, but only after the timely notice of the defect and verification of the defect by QUORiON. QUORiON shall have a reasonable time to rectify any defect.
5. Should QUORiON fails to timely rectify a defective Product, then customer will be entitled to a refund for the defective Product.
6. Products with minor deviations from the stated specifications or quality, minor impairment of usefulness, or natural wear and tear shall not be con-sidered defective, and warranty claims for such occurrences shall not be admissible or honored by QUORiON.
7. Damages caused to Products due to faulty or negligent handling, improper storage or use, excessive strain, integration with unsuitable equipment or out of the ordinary external influences are not considered defects in Products and are not warranted claims. Such Products will not be replaced under warranty claims.
8. Products damaged or not working properly due to improper repairs, modifications or other product connections performed by the customer or another third party will not be considered valid warranty claims and such Products will not be replaced or repaired under a warranty claim.
9. If QUORiON has entered negotiations concerning a claim or complaint, this does not constitute a waiver of QUORiON defense of a late, insufficient, or unfounded warranty claim.
1. QUORiON POS systems and accessories must not be disposed with household waste.
2. QUORiON POS systems and accessories sold and commercially used in Germany will be taken back by QUORiON and professionally disposed by a certified company.
3. QUORiON POS systems and accessories sold and used outside Germany are automatically under the responsibility of the local importers, distributors and dealers. In accordance with the WEEE legislation, these parties are obliged to ensure that the old de-vices are registered and disposed of in accordance with national regulations concerning same.
4. QUORiON POS systems may store information that contains sensitive personal or company-related data that should not get into the hands of third parties (e.g. tax and sales data, reports, e-journals). The end users of the devices are responsible for the deletion of all sensitive or personal data on the old devices prior to disposal.
1. QUORiON specifically disclaims, and is under no circumstances liable to Customers for punitive, lost profits, consequential, indirect or other damages resulting from QUORiON Products or services. QUORiON shall not be liable to customers if Products do not meet the customer’s expectations or require-ments or if the intended results are not achieved. QUORiON specifically disclaims any warranty of merchantability or fitness of Products for a particular purpose.
1. If any provision of this contract is invalid or unenforceable, or will be after the conclusion of the contract, the validity of the remaining will be unaffected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision, which effects on the economic objectives will be closest to that intended by the parties of the invalid or unenforceable provision.
