General Terms and Conditions

Validity of our terms and conditions

These General Terms and Conditions apply to all – including future – offers, order confirmations and contracts (including framework agreements) of MQS-Automotive for quality services, resident engineering or other services. Agreements that deviate from or supplement the General Terms and Conditions shall take precedence over the General Terms and Conditions if these have been agreed in writing between the parties.

We carry out the orders placed with us as a work company according to § 831 BGB (liability for vicarious agents) exclusively on the basis of our general terms and conditions. Our customers accept these terms and conditions when placing an order.
General terms and conditions of the customer that deviate from these terms and conditions are only valid if and to the extent that they have been expressly confirmed in writing by MQS-Automotive as being valid instead of these terms and conditions, even if MQS-Automotive provides services without reservation in the knowledge of these terms and conditions. Changes and deviations must be agreed in writing. Unless otherwise agreed in writing, our general terms and conditions of business and payment shall take precedence over the terms and conditions of our contractual partners; other terms and conditions shall not become part of the contract, even if we do not expressly object to them.

Any change to these GTC by MQS-Automotive becomes part of the contract between MQS-Automotive and the customer if the customer agrees to this change or does not object in writing within one month of notification of the change.

Offers and conclusion of contract

Our offers are subject to change and non-binding. Orders placed by the customer are always binding. The contract shall come into effect after the written order has been placed by means of the signed order form/service contract, the sending of a written order or the execution of the assigned service and shall apply for the duration of the project (in the case of resident engineer activities).

If the customer requires his own order number for order processing, the customer is obliged to provide this to MQS-Automotive immediately. MQS-Automotive requests the order number in the order form when the order is placed. The customer is solely responsible for the subsequent transmission of the order number.

Neither party shall have an ordinary right of termination during the term of the project. The right to extraordinary termination remains unaffected by this. Should this occur, however, a contractual penalty of one quarter’s turnover shall be due. Any termination must be made in writing to the other party to the contract.

The client shall support MQS-Automotive comprehensively in the provision of services and shall create the necessary conditions for this. In particular, written work instructions are to be submitted to MQS-Automotive as the basis for the order before the start of the action.

Terms of delivery/service

A delivery or performance date is agreed in writing according to the expected performance capacity of MQS-Automotive and is subject to change, non-binding and subject to timely self-delivery and unforeseen circumstances and obstacles, regardless of whether these occur at MQS-Automotive or at a company from which MQS-Automotive purchases the goods or services in whole or in part. These circumstances and obstacles extend the delivery date or performance date accordingly, even if they occur during a delay that has already occurred. Any grace period set by the customer in this case shall also be extended by the duration of the circumstance and obstacle. MQS-Automotive reserves the right to withdraw from the contract if the delay in delivery or performance caused by a circumstance or an obstacle lasts longer than six weeks and MQS-Automotive is not responsible for this.

Compliance with delivery periods or deadlines for the provision of services agreed in writing requires that the customer provides all information necessary for the delivery or provision of the service in good time, in particular that he provides the cooperation required in each case. Otherwise, the delivery period or the period for the provision of the service shall be extended appropriately.
MQS-Automotive is entitled to reasonable partial deliveries and partial services.

Prices and terms of payment

We invoice our clients on the basis of the currently valid price list or according to the individual contractual agreement. The service contract or the order confirmation shall be decisive for the scope of the service and the determination of the remuneration according to fixed price or time expenditure. If this deviates from the order or from the customer’s order, it is nevertheless authoritative if the customer does not immediately object to it or accepts services from MQS-Automotive without reservation.

Waiting times for which MQS-Automotive is not responsible or which are caused by third parties, such as delayed provision of materials or other delays, must always be compensated by the customer.

All prices are net and do not include any expenses and the applicable statutory VAT. Expenses may include, in particular, travel costs, accommodation costs, additional expenses for meals, telecommunications costs, printing costs, copying costs and postage costs. Net prices for deliveries of goods include normal packaging plus shipping costs and/or plus the cost of transport insurance – if such insurance has been taken out in individual cases, unless expressly stated otherwise.

MQS-Automotive is entitled to issue interim invoices at the end of the current month for orders with a term of more than 4 weeks. The above regulations apply to the due date.

Payments are to be made within 14 days of the due date and receipt of the invoice without deduction. Transfer costs shall be borne by the client. After this period, statutory default interest and further damages caused by delay shall be owed. Missing order numbers, if the order number was not provided by the client, are not a reason for rejection of the invoice and do not lead to an extension of the payment deadline. New invoices issued due to missing or incorrect information when placing the order will be charged at 35 euros. MQS-Automotive is entitled to terminate the contract without notice if the payment deadline is not met. MQS-Automotive reserves the right to refuse checks or bills of exchange. Their acceptance is always only on account of performance. The customer is only entitled to offset or withhold payment if the counterclaims have been legally established or expressly recognized by MQS-Automotive.

Granting of rights of use

MQS-Automotive is entitled to all exclusive rights of use and exploitation of any work results (e.g. copyrights, patents, utility models or designs) created by MQS-Automotive within the scope of the provision of the contractual services. The customer receives simple rights of use exclusively for the contractually intended purpose. The further granting of rights of use, transfer or processing rights to the customer always requires a separate express and written agreement.

Liability for material defects

With regard to services rendered, MQS-Automotive is not liable for any economic or other performance success intended by the customer. MQS-Automotive assumes no guarantee in the legal sense for the existence of certain qualities of the service and contractual objects, unless expressly agreed in writing in individual cases, unless mandatory legal provisions stipulate otherwise.

In the event of material defects in the objects of performance, MQS-Automotive may choose between repair or replacement. Replaced parts become the property of MQS-Automotive without compensation. If MQS-Automotive does not rectify notified defects within a reasonable grace period set in writing or if two attempts at rectification fail, the customer is entitled either to withdraw from the respective contract or to demand a reasonable reduction in price. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional compensation for damages due to the defect, unless otherwise stipulated by mandatory legal provisions. Warranty claims shall become time-barred one year after acceptance or handover of the object of performance or contract, unless mandatory legal provisions stipulate otherwise. The defect must be reported immediately, unless mandatory legal provisions stipulate otherwise.

Warranty claims against MQS-Automotive are excluded if the customer makes changes or interventions in/on the objects of performance or uses them improperly. The warranty does not lapse if the customer can prove that the changes, interventions or improper use are not related to the claimed defect. Warranty claims are only available to the customer as a direct contractual partner of MQS-Automotive and are not transferable.

Liability

Unless otherwise stated in these GTC or applicable mandatory legal provisions, all claims for damages and reimbursement of expenses by the customer against MQS-Automotive, its bodies, legal representatives and/or vicarious agents are excluded, irrespective of the legal grounds.

The Contractor’s liability for any form of negligence is excluded. Equally excluded is any liability on the part of the Contractor for performance disruptions for which it is not responsible.
The Contractor’s liability is limited to the amount of the order value of the month in which the damage occurred, but to a maximum of EUR 5,000.
The limitation period for claims for damages is 12 months from the start of the statutory limitation period. This does not apply to liability arising from intent, fraudulent concealment of a defect or the absence of a warranted quality. If partial performance or partial acceptance has been carried out, the limitation period shall commence upon delivery of the respective partial performance or partial acceptance.

Retention of title

Until all claims of MQS-Automotive from the current business relationship have been completely fulfilled, MQS-Automotive reserves the right of ownership of the delivered goods. Prior to the transfer of ownership, the pledging or transfer by way of security of the goods is prohibited. Resale is only permitted in the ordinary course of business. In the event of resale of the reserved goods, the customer assigns his purchase price claim against the purchaser in full to MQS-Automotive upon conclusion of the contract.

If the customer is in arrears with a payment in whole or in part, if he suspends his payments and if there are other justified doubts about his solvency or creditworthiness, he is no longer entitled to dispose of the goods. In such a case, MQS-Automotive can revoke the customer’s authorization to collect from the recipient of the goods. MQS-Automotive is then entitled to demand information about the consignee, to inform them of the transfer of claims to MQS-Automotive and to collect the customer’s claims against the consignee.

Cooperation of the customer

The customer is aware that MQS-Automotive is dependent on the cooperation of the customer for the provision of the contractual services. Upon request, the customer undertakes to provide all documents and information necessary for the execution of the contractual services in a timely and complete manner and to provide sufficient access to his premises and systems for the execution of commissioned services by MQS-Automotive, the employees of MQS-Automotive as well as any subcontractors or vicarious agents of MQS-Automotive who are involved in the provision of the contractual services or have been commissioned, insofar as this is necessary for the execution of the contract.

As part of his obligation to cooperate, the customer is also obliged in particular to provide suitable rooms free of charge and in good time for employees of MQS-Automotive who are involved in the provision of services, in which documents, work equipment or data carriers can also be stored safely. All cooperation services of the customer are free of charge, unless expressly agreed otherwise. If the customer does not fulfill his obligations to cooperate or does not fulfill them in due time, MQS-Automotive can set a reasonable deadline for the customer to fulfill his obligations to cooperate. If the fulfillment of the obligations to cooperate does not take place within the deadline set by MQS-Automotive, MQS-Automotive is entitled to terminate the contract for good cause. Further claims of MQS-Automotive remain unaffected in the event of termination.

Third party rights

The contracting parties shall be obliged to treat as strictly confidential any information and/or knowledge of business or operational internal information about the other contracting party and/or its business partners, of whatever nature, which has been made accessible to them and/or has otherwise become known to them and which is not intended for the general public, and not to make it accessible to third parties for an unlimited period of time. This obligation shall not apply if the contractual partner who is generally obliged to maintain confidentiality proves that this information was already known to him before the cooperation with the other contractual partner, was disclosed by authorized third parties or became known through no fault of the contractual partner obliged to maintain confidentiality.
It is clarified that the obligation to maintain confidentiality does not apply to works created by the customer or services provided by the customer, unless these relate to information requiring confidentiality as mentioned above.

The parties undertake to comply with the statutory provisions on data protection.

The customer guarantees that if MQS-Automotive carries out the order in accordance with the customer’s specifications, this does not infringe the rights of third parties. If a claim is made against MQS-Automotive by a third party, the customer is obliged to indemnify MQS-Automotive against these claims. The obligation to indemnify also refers to all expenses that MQS-Automotive has to bear in connection with the claim by a third party.

Contract amendments

If a service not provided for in this contract is requested, the Contractor shall prepare a written supplementary offer. The supplementary offer should also contain details of any changes to deadlines.

Final provisions

The customer is not entitled to transfer claims arising from the contractual relationship between him and MQS-Automotive to third parties, unless MQS-Automotive has agreed to this transfer in writing in advance.

Individual deviations and/or additions to the provisions of these GTC must be made in writing. The right of MQS-Automotive to unilaterally amend its GTC remains unaffected by this.

The respective national law of the country in which the registered office of MQS-Automotive is located shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the provisions of the conflict of laws that would require the application of a different law are excluded.

Should a provision of these GTC be or become invalid, this shall not affect the validity of the remaining GTC. The invalid provision shall be replaced by the statutory provision. If a statutory provision does not exist, the invalid provision shall be replaced by a provision that is equivalent to it in terms of economic effect. The same applies to the existence of loopholes.

The exclusive place of jurisdiction for all disputes arising from the business relationship shall be the court responsible for the registered office of MQS-Automotive.