General Terms and Conditions
General Terms and Conditions
1. Scope
1.1
These General Terms and Conditions (“TCs”) apply to all deliveries and services provided by Q3 ENERGIE GmbH Co. KG (hereinafter “Q3”), in particular for electrical engineering components, switching, distribution and connection technology, system solutions, as well as customer-specific planning, development and manufacturing services in the field of photovoltaic, storage and energy distribution technology.
1.2
In addition, the General Terms of Delivery for Products and Services of the Electrical Industry of ZVEI (“Green Terms of Delivery” – GL), version: January 2022, shall apply, unless otherwise stipulated in these T or in individual contractual agreements.
1.3
Any deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless Q3 has expressly agreed to their applicability in writing.
1.4
These T apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
2. Conclusion of contract
2.1
Offers from Q3 are subject to change and non-binding unless they are expressly marked as binding.
2.2
A contract shall only be concluded upon written order confirmation by Q3 or upon performance of the delivery or service.
2.3
The scope of services shall be governed by Q3’s order confirmation and these T, including the incorporated Green Terms of Delivery.
3. Prices and payment terms
3.1
All prices are net ex works plus statutory VAT as well as packaging, transport, insurance, customs and other ancillary costs, unless otherwise agreed.
3.2
Unless expressly agreed otherwise in writing, deliveries and services shall be provided exclusively against advance payment.
The granting of payment terms shall be made only in exceptional cases, exclusively to selected customers and following a prior positive credit check, in particular using credit agencies such as Creditreform. Payment terms always require an express written agreement. Agreed payment deadlines must be met without deduction.
3.3
Q3 is entitled to revoke any granted payment terms at any time if, after conclusion of the contract, circumstances arise that materially impair the customer’s creditworthiness or give rise to doubts about its ability to pay. In this case, Q3 is entitled to perform further services only against advance payment or suitable security.
3.4
In the event of late payment, Q3 is entitled to charge default interest at the statutory rate. The right to claim further damages remains reserved.
3.5
Q3 is entitled to carry out deliveries only against advance payment or appropriate security if, after conclusion of the contract, circumstances become known that materially impair the customer’s creditworthiness.
3.6
In the case of customer-specific custom-made products, Q3 is entitled to request reasonable advance payments.
4. Deliveries, delivery periods and transfer of risk
4.1
Delivery periods are only binding if they have been expressly agreed as binding in writing.
4.2
Delivery periods shall not commence until all technical, commercial and other prerequisites for execution of the order have been fully clarified.
4.3
Partial deliveries are permissible insofar as they are reasonable for the customer.
4.4
Risk shall pass to the customer at the latest upon handover of the goods to the freight forwarder or carrier.
5. Force majeure
5.1
Events of force majeure (e.g. natural events, war, pandemics, labor disputes, supply chain disruptions, official measures) entitle Q3 to reasonably extend the delivery or performance period or to withdraw from the contract in whole or in part.
5.2
Claims for damages by the customer are excluded in these cases.
6. Customer-specific services and duties to cooperate
6.1
For products planned, designed or manufactured to customer specifications, planning and manufacturing shall be carried out exclusively on the basis of the technical information, data, drawings, standard specifications and operating conditions provided by the customer.
6.2
The customer is obliged to provide all required information completely, correctly and in due time. Changes after the order has been placed require Q3’s written consent.
6.3
Q3 assumes no liability for damage or functional impairments attributable to incorrect, incomplete or subsequently amended information provided by the customer.
7. Warranty
7.1
The warranty is governed by the Green Terms of Delivery.
7.2
Obvious defects must be reported in writing without undue delay, at the latest within 7 calendar days after delivery.
7.3
In the event of justified defect complaints, Q3 shall, at its discretion, provide rectification or replacement delivery.
8. Liability
8.1
Q3 shall be liable without limitation in cases of intent and gross negligence as well as in the event of injury to life, body or health.
8.2
In the event of slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for the contract.
8.3
Any further liability is excluded, in particular for loss of profit, production downtime or indirect damages.
8.4
The liability provisions shall apply accordingly to Q3’s corporate bodies, employees and vicarious agents.
9. Retention of title
9.1
Q3 retains title to all delivered goods until full settlement of all claims arising from the ongoing business relationship (extended retention of title).
9.2
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; the resulting receivables are hereby assigned to Q3 already now.
10. Intellectual property rights and documents
10.1
Q3 retains all ownership and copyright rights to drawings, plans, calculations and other documents.
10.2
These may neither be reproduced nor made accessible to third parties without Q3’s written consent.
11. Place of jurisdiction and applicable law
11.1
The place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Kaufbeuren, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.
11.2
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
12. Final provisions
12.1
Should individual provisions of these T be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
12.2
Amendments and supplements to the contract must be made in writing.