General Terms and Conditions Goodquest.IT Solutions GmbH

1. Scope  

1.1 The deliveries and services of Goodquest.IT Solutions GmbH (hereinafter: Goodquest) are provided exclusively on the basis of the following General Terms and Conditions.

1.2 They apply to all deliveries and services to companies and people with whom we enter into a business relationship

1.3 The customer's general terms and conditions do not apply even if the customer refers to them in connection with his order and Goodquest does not object to them.

1.4 Commitments, additional agreements as well as changes and additions to the General Terms and Conditions must be in writing.

2. Deliveries and services  

2.1 Offers from Goodquest are subject to change and non-binding. Orders are binding for the customer for a period of 2 weeks. A contract is only concluded with a written Goodquest order confirmation sent by fax or email, at the latest with acceptance of the delivery by the customer or provision of the service.

2.2 The content and scope of the deliveries and services owed by Goodquest result from Goodquest's order confirmation.

2.3 Reasonable partial deliveries are permitted and can be invoiced separately.

2.4 Goodquest reserves the right to make technical product changes, particularly in the course of further developments, provided the agreed performance data is achieved. Reasonable changes in shape and color are also reasonable and acceptable.

2.5 Delivery and service dates are non-binding. In any case, Goodquest will only be in default if the delay is due to Goodquest, the service is due and the customer has unsuccessfully given Goodquest a reasonable, written grace period (at least 14 days).

2.6 Delivery and service dates are extended appropriately for Goodquest in the event of disruptions due to force majeure and other obstacles for which Goodquest is not responsible, such as disruptions in self-delivery by suppliers, strikes, lockouts, or other operational disruptions

2.7 Goodquest reserves the right to withdraw from the contract if the delay in delivery and service caused by such events lasts longer than six weeks.

2.8 In the case of slight negligence, the customer's claim for damages due to delay in delivery and performance is excluded. Unless the delay in delivery and service is due to an intentional breach of contract for which Goodquest is responsible, liability is limited to the foreseeable, typically occurring damage, but a maximum of 3 % of the delivery value affected by the delay in delivery. We are liable in accordance with the statutory provisions in the event of delayed delivery due to intentional or grossly negligent breach of contract for which we are responsible.

2.9 The customer guarantees timely and proper acceptance of the service. If this does not happen, Goodquest's liability is excluded. The customer will support Goodquest to the best of his ability, free of charge, in carrying out the agreed services and, without being asked, provide all information and documents that are relevant for this purpose. If the customer violates his obligations to cooperate, Goodquest is not obliged to provide services. In this case, we reserve the right to demand compensation. Furthermore, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the time he defaults on acceptance.

2.10 Defective products cannot be returned.

2.11 Unless otherwise agreed, Goodquest does not provide technical support.

3. Prices and payment terms

3.1 The prices stated in the order confirmation from Goodquest are decisive.

3.2 The prices are exclusive of VAT ex Goodquest's delivery warehouse. Standard packaging for the delivered products is included in the prices. Other additional services or costs, in particular freight, tolls, environmental and processing fees, will be communicated to the customer separately and invoiced.

3.3 Goodquest reserves the right to increase the price appropriately if cost increases occur after the contract has been concluded - in particular as a result of price increases by suppliers or exchange rate fluctuations. Goodquest will provide proof of this to the customer upon request.

3.4 If a credit limit has been granted and no different payment agreements have been made, payments are due 14 days after the invoice date without any deductions. Invoicing takes place upon delivery. If the customer exceeds the agreed payment deadlines, interest of 8 % pa above the applicable base interest rate of the European Central Bank will be owed on the purchase price from the due date without further reminder. The right to assert further damages remains unaffected.

3.5 Goodquest is entitled, despite the customer's provisions to the contrary, to initially offset payments against the customer's older debts. If costs and interest have already been incurred due to delay, Goodquest is entitled to offset the payment first against the costs, then against the interest and finally against the main services.

3.6 The customer can only offset undisputed or legally established claims. The customer can only exercise a right of retention due to counterclaims that are based on the same contractual relationship.

3.7 If the payment terms and conditions are deviated from without a justifiable reason, Goodquest can request either advance payment or security deposit at any time. All outstanding claims, including those for which payment in installments has been agreed, are due for immediate payment.

3.8 A payment term granted to the customer requires a sufficiently available credit limit for each individual order. If the order exceeds the available credit limit, Goodquest reserves the right to request the remaining order value in advance. In the event of a subsequent change in creditworthiness, Goodquest is entitled to deviate from the payment terms granted, to demand advance payment or security and to withdraw from the contract in the event of non-fulfillment.

4. Shipping, testing and transfer of risk

4.1 Shipping takes place from our warehouse for the account and at the risk of the customer, unless otherwise stated in the order confirmation. The transfer of risk is not affected even in the case of free delivery.

4.2 At the customer's request and expense, the transport can be insured for the purchased item through transport insurance.

4.3 The customer must check the goods immediately upon receipt for completeness, compliance with the delivery documents and defects. If a written complaint is not made within four days of the delivery note date, the goods are deemed to have been delivered properly and complete, unless it is a defect that was not recognizable during the inspection.

4.4 The risk of damage or loss of the purchased item passes to the customer when it is handed over to Goodquest's transport company.

4.5 If the delivered goods show noticeable damage or shortages, the customer must note this in writing on the transport company's receipt upon delivery. The note must indicate the damage or the shortage sufficiently clearly (damage report in accordance with Section 438 of the German Commercial Code (HGB).

5. Warranty

5.1 As a general rule, only the manufacturer's product description is deemed to be agreed as to the quality of the purchased item.

5.2 Goodquest guarantees that the contractual products do not have any significant defects and are suitable for the use stipulated in the contract or are suitable for normal use. The customers/partners are aware that, given the current state of technology, it is not possible to rule out software errors under all application conditions.

5.3 Goodquest does not guarantee that the functions of software meet the customer's requirements and that the contract products work together in the selection made by the customer. Installation/configuration services are generally not owed by Goodquest unless otherwise agreed in writing. Goodquest's consulting services are free and non-binding. This does not constitute liability, particularly for the functionality of the individual products with one another.

5.4 Claims for material defects do not exist - if the deviation from the agreed quality is only insignificant - if the usability is only insignificantly impaired - if the product is modified, improperly installed, maintained, repaired, used by the customer or third parties or is exposed to environmental conditions that do not meet the manufacturer's installation requirements unless the customer proves that these circumstances are not the cause of the defect complained about.

5.5 A warranty claim is void if the serial number, type designation or similar markings are removed or made illegible.

5.6 Liability for material defects only exists if the cause of the material defect already existed at the time of transfer of risk. Goodquest assumes no liability for the manufacturer's advertising claims.

5.7 If there is a material defect, Goodquest will initially choose to repair the item or deliver a replacement. Replaced parts become the property of Goodquest. If Goodquest is unable to repair or deliver a replacement, if this involves disproportionate costs or if Goodquest does not remedy defects within a reasonable grace period set in writing, the customer is entitled to reduce the purchase price or withdraw from the purchase contract. If Goodquest delivers a replacement product for the purpose of supplementary performance, the customer must return the defective product and pay compensation for benefits of use. In the event of withdrawal, the customer will be credited with an amount that results from the purchase price less the value of the usage benefits. To determine the benefits of use, the relationship between the use of the item by the buyer and the expected total useful life is taken into account.

5.8 The customer shall bear all additional costs associated with the repair or replacement delivery (e.g. transport costs, packaging costs), unless they are disproportionate to the order value.

5.9 The warranty provisions in Sections 5.1 to 5.7 above apply accordingly to the provision of work services. In particular, if the agreed work does not have the contractual functions or characteristic performance features, we will, at our own discretion, remedy the defect or provide a new service. If subsequent fulfillment fails, the customer has no right to a reduction in the remuneration or reimbursement of expenses after the defect has been eliminated by the customer himself. Due to insignificant defects, withdrawal from the contract and a claim for reimbursement of expenses after the defect has been eliminated by the customer himself are excluded.

5.10 Unless different individual regulations are made, claims for material defects expire after 12 months. The limitation period begins with delivery/acceptance. If the goods are the subject of a consumer goods purchase, the customer's rights under Sections 478 and 479 of the German Civil Code (BGB) remain unaffected. In case of doubt, the customer must prove to Goodquest that there was a purchase of consumer goods. Claims for material defects can only be transferred with the consent of Goodquest. Goodquest passes on guarantees and warranties from the manufacturers. Goodquest provides no warranty that goes beyond the manufacturer's warranty.

5.11 If Goodquest's liability for material defects is not justified, in particular because the goods were not purchased from Goodquest, because claims for material defects have already expired or because there is no material defect, Goodquest is entitled to return the goods at the customer's expense and risk and to charge a flat rate fee of 60 Euros to be charged for processing and verification. The customer is free to provide evidence of lower costs. Repairs outside of the limited warranty are chargeable. A cost estimate must be paid for by the customer.

5.12 The procedure for claiming liability for material defects and repairs subject to costs follows from the current RMA regulations.

5.13 All claims of the customer other than those provided for in these provisions, regardless of the legal basis, are excluded unless these provisions provide otherwise. The legal provisions for consumer goods remain unaffected.

6. Industrial property rights/copyrights

6.1 The customer is not authorized to change software, copy it (with the exception of backup copies), adapt it for use on incompatible hardware or edit it in any other way.

6.2 Rental agreements for software require the prior written consent of Goodquest. Leasing contracts for software can only be concluded within the framework of the respective manufacturer's conditions or in compliance with legal regulations.

6.3 Each software is subject to the manufacturer's respective license terms with regard to its use. The customer undertakes to comply with these license conditions and will oblige his customers accordingly. He must immediately report any breach of contract by a customer to Goodquest.

6.4 The customer may not remove, modify, cover up or otherwise obscure any references to copyright, trademark or other property rights on the contractual products. The customer is only entitled to translate supplied documentation material for commercial purposes with the prior consent of Goodquest.

6.5 Goodquest assumes no liability that the contractual products do not infringe any third-party industrial property rights or copyrights. The customer must immediately inform Goodquest of all claims made against him for this reason.

6.6 If the delivered products were manufactured according to the customer's designs or instructions, the customer must indemnify Goodquest from all claims asserted by third parties due to the violation of industrial property rights and copyrights. Any legal costs must be appropriately advanced.

7. Limitation of Liability

7.1 Unless otherwise stated in the following provisions, further claims by the customer – regardless of the legal basis – are excluded. Goodquest is not liable for damage that did not occur to the delivery item itself; in particular, Goodquest is not liable for loss of data, lost profits or other financial losses to the customer.

7.2 This exemption from liability does not apply if the cause of the damage is due to intent or gross negligence on the part of Goodquest or if Goodquest negligently breaches essential contractual obligations. It does not apply if claims are asserted under the Product Liability Act or for impossibility for which Goodquest is responsible, or for bodily harm that is based on a breach of duty and for which Goodquest, its legal representatives or vicarious agents are responsible.

7.3 In the event of grossly negligent breach of duty or negligent breach of essential contractual obligations, liability in accordance with Section 7.2 Sentence 1 is in any case limited to the damage that was typically foreseeable at the time the contract was concluded.

7.4 If Goodquest's liability is excluded or limited, this also applies to the personal liability of employees, employees, employees, representatives and vicarious agents.

7.5 In any case, the obligation to pay compensation for property damage for which Goodquest is responsible is limited to the coverage amount of the business and liability insurance taken out by Goodquest. Goodquest will inform the customer of the corresponding coverage amount upon request in individual cases.

7.6 Goodquest is not liable for the loss of data or its replacement if the damage would not have occurred if the data had been properly backed up in the customer's area. Proper data backup requires that the customer backs up his data daily in accordance with the state of the art, in particular making backup copies in machine-readable form so that this data can be restored with reasonable effort. In any case, liability for data loss is limited to the typical restoration effort that would have occurred if the data had been backed up properly.

8. Retention of title

8.1 The delivered products remain the property of Goodquest until all – including future – claims arising from the contract and beyond the entire business relationship with the customer have been fulfilled.

8.2 The customer is entitled to resell the reserved goods in the ordinary course of business subject to retention of title. The customer hereby assigns his future claims from the transfer of the reserved goods to Goodquest as security in the respective invoice value including VAT until all claims mentioned in Section 8.1 have been paid in full. The customer is authorized to collect the claim even after the assignment. Goodquest's authority to collect the claim itself remains unaffected. However, Goodquest undertakes not to collect the claim as long as the customer meets his payment obligations, does not default on payments and, in particular, no application has been made to open insolvency proceedings or payments have been suspended. However, if this is the case, the customer is obliged, at Goodquest's request, to provide the names and addresses of his customers as well as the nature and extent of his existing claims against them. All associated documents must be handed over to Goodquest; The purchasers must be informed of the assignment.

8.3 The customer is not permitted to pledge or assign as security any goods subject to retention of title. If third parties access the reserved goods or in the event of an application to open insolvency proceedings against the customer's assets, the customer will point out that Goodquest is the property and immediately notify Goodquest in writing.

8.4 Any combination, mixing, processing or transformation of the reserved goods is carried out exclusively for Goodquest. In this case, Goodquest acquires a co-ownership share in the finished goods or the new item, which corresponds to the ratio of the value of the reserved goods to the value of the finished goods or the new item.

8.5 In the event of behavior in breach of contract, in particular in the event of late payment, including from other and future deliveries or services from Goodquest to the customer, or if there are indications of a deterioration in financial circumstances, Goodquest is entitled to demand the return of the reserved goods delivered from the customer. Exercising the rights arising from the retention of title or a request for return do not constitute withdrawal from the contract. Without prejudice to this, Goodquest reserves the right to assert claims for damages and to withdraw from the contract. The customer bears all costs of return and recycling. To enforce these rights, Goodquest may enter the customer's business premises and take the reserved goods or demand the assignment of the customer's claims for return against his customers.

8.6 The customer is obliged to treat the reserved goods with care, in particular he is obliged to adequately insure them against fire, water and theft damage at their new value at their own expense. Items supplied for testing and demonstration purposes remain the property of Goodquest. The customer is obliged to ensure proper storage and may only use these items within the framework of the agreements made.    

8.7 The retention of title expressly does not apply to deliveries that are paid for in advance by the customer.

9. Export and Import

9.1 All contractual products and technical know-how are delivered by Goodquest in compliance with the currently valid AWG/AWV/EC dual-use regulation as well as the US export regulations and are intended for use and to remain in the delivery country agreed with the customer. If the customer intends to re-export contract products, he is obliged to comply with US, European and national export regulations. The re-export of contract products – individually or in system-integrated form – contrary to these provisions is prohibited.

9.2 The customer must independently inform himself about the currently valid provisions and regulations (Federal Export Office, 65760 Eschborn/Taunus or US Department of Commerce, Office of Export Administration, Washington DC 20230). Regardless of whether the customer specifies the final destination of the delivered contractual products, it is the customer's own responsibility to obtain any necessary approval from the relevant foreign trade authorities before exporting such products. Goodquest has no obligation to provide information.

9.3 Any further delivery of contractual products by customers to third parties, with or without Goodquest's knowledge, requires the transfer of the export authorization conditions at the same time. The customer is fully liable for non-compliance with the relevant provisions.

9.4 Without prior official approval, the Customer is not permitted to sell contractual products directly or indirectly to countries subject to a US embargo or to natural or legal persons in these countries as well as to natural or legal persons based in US, European or national Prohibited lists (e.g. “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”) are available. It is also prohibited to supply contract products to any natural or legal person who has any connection with the support, development, production or use of chemical, biological or nuclear weapons of mass destruction.

10. Purchase tax/import sales tax

10.1 When purchasing the products, a customer based outside of Germany must comply with the purchase tax/import sales tax regulations of the relevant economic area, in particular by disclosing the sales tax identification number without being asked and willingly providing the necessary information. In the event of non-compliance, the customer must reimburse the resulting expenses/damage.

11. Data processing

11.1 Order processing takes place within Goodquest using automatic data processing. The customer hereby gives his express consent to the processing of data that has become known to Goodquest as part of contractual relationships and is necessary for order processing. The customer also agrees that Goodquest may use the data received from the business relationship with him within the meaning of the Federal Data Protection Act for Goodquest's business purposes, including within Goodquest.

11.2 Goodquest reserves the right to obtain information regarding the customer's creditworthiness from credit agencies or credit insurance companies for the purpose of checking the customer's creditworthiness and to provide them with data - limited to the case of non-contractual processing, e.g. E.g. requested payment order in case of undisputed claim, issued enforcement order, compulsory enforcement measures - to be reported. Data will only be transferred if this is necessary to protect Goodquest's legitimate interests and the customer's interests worth protecting are not impaired. In doing so, Goodquest will observe the relevant data protection regulations.

12. Severability clause

12.1 Should individual provisions of this contract be or become wholly or partially invalid or should there be a gap in this contract, this should not affect the validity of the remaining provisions. Instead of the invalid provision or to fill the gap, an appropriate regulation should be made which, as far as legally possible, comes closest to what the contracting parties wanted or would have wanted according to the meaning and purpose of this contract if they had considered the point.

13. General Provisions

13.1 The customer is not entitled to assign his claims under the contract. Place of performance and place of jurisdiction is Düsseldorf if the customer is a merchant. However, Goodquest is entitled to sue the customer at any other legal place of jurisdiction.

13.2 The law of the Federal Republic of Germany applies. The Vienna UN Convention (UNCITRAL) on the international purchase of goods is excluded.

13.3 Goodquest undertakes itself and its business partners to comply with business ethical principles and applicable national and international laws.

13.4 General terms and conditions of Goodquest.IT Solutions GmbH GmbH regarding deliveries and services as of: April 2023, April 15, 2023