GTC

The data transfer to the USA is based on the Standard Contractual Clauses of the European Commission. You can find details here:
the Automation Dr. Nix GmbH & Co. KG in commercial transactions

I. Scope

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 BGB). Unless otherwise agreed, the GTC apply, in the version valid at the time of the buyer’s order or in the version most recently communicated to them in text form, as a framework agreement also for similar future contracts, without us, as the seller, having to refer to them individually each time. For offers, purchase contracts, deliveries, and services resulting from orders placed by 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 in the Online Shop shall 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 shall not apply. This also applies if we do not expressly object to their validity in individual cases.
4. Individually agreed arrangements with the Customer (including ancillary agreements, supplements, and amendments) shall, in each case, take precedence over these GTC. The content of such agreements shall, unless proven otherwise, be governed by a written contract or our written confirmation.
   These GTC also apply to all future transactions with the Customer, provided they involve legal transactions of a similar nature.

II. Offer and Conclusion of Contract

1. Offers are always non-binding and without obligation, unless otherwise agreed in an individual contract. Reasonable changes in technical specifications, as well as in shape, color, and other features, are reserved, provided they do not impair the intended purpose.
2. If an order is to be regarded as an offer pursuant to § 145 BGB, we may accept it within two weeks. Acceptance can be communicated in writing or by delivery.
3. The conclusion of the contract is subject to the condition of timely and correct self-supply by our suppliers, but only if we are not responsible for the non-delivery. This applies in particular when a congruent hedging transaction is concluded with our supplier. In the event of unavailability or untimely availability of the service, we will inform the Customer immediately, and any counter-performance already rendered will be refunded.

III. Content of the Contract

1. The scope of the delivery obligation is determined by the order confirmation.
2. The agreed condition of the purchased item is determined solely by the
   the specific details of the purchased item in the order confirmation. Unless expressly agreed otherwise, the order is executed in accordance with our sales documents (descriptions, printed materials, brochures, data sheets, information on our website, and in the online catalog). We reserve ownership and copyright for our models, plans, and drawings.
3.  Otherwise, technical data, illustrations, drawings, brochures, promotional materials, etc. serve only as a general description of the goods. They represent only approximate specifications. Changes to the design, shape, weight, dimensions, execution, and color of our products are reserved within the aforementioned scope, provided they do not alter the function or usability of the goods and are reasonable for the Customer according to general commercial practice.
4. Probes, whether installed in the device, plugged into the device, or sold separately, are supplied with test certificates. Additional accessories are excluded from this. Any other documentation must be expressly requested when placing the order and will be charged separately.

IV. Provided Documents

We retain ownership and copyright of all documents provided to the Customer in connection with the order – including in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the Customer our express written consent. 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 a separate request.

V. Customer Notification Obligations

The Customer is obliged, when placing an order, to provide us with all necessary information regarding the intended use of the delivered item. This applies in particular to use for military purposes and when the goods to be delivered are to be used in connection with toxic, flammable, corrosive, or explosive substances, as well as other harmful materials, or under special temperature and pressure conditions, or if specific operational conditions of another kind exist. The Customer may not deliver or

VI. Prices and Payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable rate. Costs for packaging and other ancillary services are invoiced separately and are to be borne by the Customer.
2. Payment of the purchase price must be made exclusively to the account at Commerzbank AG, Cologne.
   IBAN: DE35 3708 0040 0369 4082 00
   BIC: DRESDEFF370
   or
   Volksbank Köln Bonn, Köln Bonn eG
   IBAN: DE36 3806 0186 5000 9170 11
   BIC: GENODED1BRS
   The deduction of cash discount is only permitted if specifically agreed in writing.
3. Unless otherwise agreed, the purchase price is payable within 30 days of the invoice date without deduction. Default interest is charged at the statutory default interest rate pursuant to § 288(2) BGB, currently twelve percentage points above the respective base interest rate. The assertion of higher damages due to default remains reserved.
4. Unless a fixed price has been agreed, reasonable price adjustments due to changes in labor, material, and distribution costs are reserved for deliveries made three (3) months or later after the conclusion of the contract.

VII. Rights of Retention and Set-Off

The Customer may only set off their own claims against us if these counterclaims are legally established, undisputed, or acknowledged by us. Rights of retention may only be exercised by the Customer if the counterclaim is based on the same individually agreed contractual relationship; rights of retention arising from claims unrelated to the respective contract are not permitted.

VIII. Delivery Time

1. The delivery period is agreed individually or specified by us upon acceptance of the order.
2. The start of the delivery period specified by us assumes the timely and proper fulfillment of the Customer’s obligations. The objection of non-performance of the contract remains reserved.
3. All deadlines for the shipment of goods specified by us at the time of order or otherwise agreed upon shall begin (a) on the day of receipt of the full purchase price (including VAT and shipping costs) if delivery is agreed against advance payment, or (b) on the day the purchase contract is concluded if payment by invoice is agreed. The key date for meeting the shipping deadline is the day the goods are handed over by us to the shipping company, or our notification of readiness for pickup in the case of self-collection.
4. Deadlines for the shipment of goods specified by us are always approximate and may therefore be exceeded. This does not apply if a fixed shipping date has been agreed.
5. If the Customer is in default of acceptance or culpably breaches other cooperation obligations, we are entitled to claim compensation for the resulting damage, 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 passes to the Customer at the time they fall into default of acceptance or debtor default.
6. Further statutory claims and rights of the Customer due to a delivery delay remain unaffected.

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

1. Delivery is made from our warehouse. The warehouse also serves as the place of performance for the delivery and as the location for any subsequent performance. If the Customer wishes the goods to be shipped to another destination (shipment purchase), they must bear the shipping costs. If nothing has been contractually agreed, we may determine the method of shipment ourselves (packaging, shipping method, carrier). Unless expressly agreed otherwise, we shall select the appropriate shipping method and carrier at our reasonable discretion.
2. Upon delivery of the goods to the Customer, the risk of accidental loss and accidental deterioration passes to the Customer. In the case of a shipment purchase, the risk of accidental loss, accidental deterioration, and delay passes to the Customer as soon as the goods are handed over to the shipping company. In the event that the contract stipulates acceptance of the goods, this acceptance is decisive for the transfer of risk. Further statutory provisions under contract for work and services remain unaffected. Delivery or acceptance of the goods is considered equivalent to the Customer 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 expressly assert this right each time. We are entitled to reclaim the goods if the Customer acts in breach of the contract.
2. The Customer is not entitled to dispose of the property of the goods delivered by us which are still subject to retention of title ("Reserved Goods") without our prior written consent. Disposal of the Customer's legal position with respect to the Reserved Goods (so-called expectant right) remains permissible as long as the third party is informed of our right of ownership.
3. As long as ownership has not yet passed to the Customer, the Customer is obliged to treat the goods with care and diligence. If maintenance and inspection work must be carried out, the Customer shall perform such work in a timely manner at its own expense. As long as ownership has not yet passed, the Customer must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for the loss incurred by us.
4. The Customer is entitled to resell the Reserved Goods in the ordinary course of business. However, reselling to sanctioned or embargoed countries is prohibited. The Customer hereby assigns to us all claims arising from the resale of the Reserved Goods in the amount of the final invoice total (including VAT) agreed with us. This assignment applies regardless of whether the purchased goods have 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 shall not collect the claim as long as the Customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is a cessation of payments.
5. We undertake to release the securities to which we are entitled at the request of the Customer, 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. The statutory provisions shall apply to the Customer's rights in the event of material defects and defects of title, unless otherwise provided for below. The Customer's rights arising from separate guarantees provided by us remain unaffected by this.
2. Warranty rights of the Customer presuppose that the Customer has properly fulfilled its obligations to inspect and notify of defects as required under Section 377 of the German Commercial Code (HGB).
3. Warranty claims shall become time-barred within 12 (twelve) months from delivery. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence, as well as for injury to life, body, or health resulting from an intentional or negligent breach of duty by the user. In the event that the goods are used goods, the warranty period is excluded, with the exception of the claims for damages mentioned in sentence 2.
4. If, despite all care taken, the delivered goods exhibit a defect that was already present at the time of the transfer of risk, we shall, subject to timely notification of defects, at our option either repair the goods or deliver replacement goods. We must always be given the opportunity for supplementary performance within a reasonable period of time. Rights of recourse remain unaffected by the above provision without restriction.
5. If supplementary performance fails, the Customer may – without prejudice to any claims for damages – withdraw from the contract.
6. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, or due to special external influences not assumed under the contract. If improper repair work or modifications are carried out by the Customer or third parties, no claims for defects shall exist for these or the resulting consequences.
7. Claims by the Customer for expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, including any removal and installation costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently moved to a location other than the Customer's place of business, unless such movement is consistent with their intended use.
8. Claims for recourse by the Customer against us shall exist only to the extent that the Customer has not entered into any agreements with its customer that exceed the legally mandatory claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the Customer's claim for recourse against the supplier.
9. Our liability for delay in delivery – except in cases of intent or gross negligence – is limited to an amount of 3% (three percent) of the respective purchase price (including sales tax).
10. We shall not be liable (on whatever legal grounds) for damages that are typically not to be expected under normal use of the goods. Furthermore, our liability for damages resulting from loss of data is excluded insofar as these arise because recovery is impossible or hindered due to missing or inadequate data backups. The aforementioned limitations of liability shall not apply in cases of intent or gross negligence.

XII. Other Liability

1. In the context of fault-based liability, we shall be liable for damages, regardless of the legal grounds, only in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in one's own affairs; insignificant breach of duty), only:
   1. ... for damages resulting from injury to life, body, or health,
   2. For damages arising from the breach of a material contractual obligation (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner relies and is entitled to rely). However, in such cases our liability shall be limited to compensation for the foreseeable damage typically occurring.
2. The limitations of liability resulting from paragraph 1 shall also apply in relation to third parties as well as in the event of breaches of duty by persons for whose fault we are responsible in accordance with statutory provisions. Insofar as a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, the limitations of liability shall not apply. This also applies to claims of the Buyer under the Product Liability Act (Produkthaftungsgesetz).

XIII. Miscellaneous

1. These GTC and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be 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 set forth in writing in this contract.

XIV. Data Protection

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

XV. Returns and WEEE

1. In accordance with the ElektroG (German Electrical and Electronic Equipment Act), we take back our devices. They are either recycled by us or disposed of via a recycling company in accordance with statutory requirements. Our WEEE registration number is: DE78730449.
2. The costs arising in direct connection with the return of waste electrical and electronic equipment, such as transport costs, import duties, customs clearance costs, and any other ancillary logistical costs, shall be borne by the Customer. The Customer must organize the return of the waste electrical and electronic equipment to us independently. Likewise, the Customer is responsible for all costs and expenses resulting from its obligations pursuant to the following paragraphs 3 and 4.
3. In the event of resale, the Customer shall 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. Upon request, the Customer shall provide us with the data, documents, information, and any further assistance required for the procedure to comply with WEEE regulations, which we need to fulfill our obligations entered into for compliance with WEEE regulations.

XVI. Severability Clause

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

If individual provisions of these Terms of Sale prove to be invalid, the validity of the remaining provisions shall not be affected. In this case, both parties are obliged to agree on a new provision that comes as close as possible to the intended economic purpose.