HQ plus operates a website for commercial purposes with domain www.hqplus.de. HQ plus offers to its customers having the required user identification, products for use via the internet on their websites.
These Terms and Conditions have been created for the purpose of regulating the basic parameters for a long-term business relation.
$ 1 Subject Matter of Contract
Customer may request an offer of contract by any possible means of communication, such as via the hqplus.de website by phone, or in writing. HQ plus shall submit a detailed offer based on the information provided, in particular regarding the desired product, textually, typically by way of email along with these Terms and Conditions. Customer may accept this offer along with the Terms and Conditions by printing the offer and returning the signed original offer by postal letter or facsimile to HQ plus (the “Agreement”).
Customer then receives his user identification without delay after receipt of the signed offer, enabling access to HQ plus products.Unanimously the parties agree to relieve HQ plus from its obligations under § 312 Abs.1 Nr. 1 to 3 BGB (German Civil Code).
HQ plus shall provide to Customer the chosen products as agreed and pursuing these Terms and Conditions.
§ 2 Execution of Contract
HQ plus grants to customer a temporary, non-exclusive, unassignable and limited to the customer right to access and use the product in accordance with the Agreement and the Terms and Conditions.
§ 3 Payment Terms
The respective amounts shall be due and payable after invoicing.
All prices are quoted net of VAT and applicable surcharges.
In the event of payment default, customer shall pay interest to HQ plus pursuant to § 288 BGB (German Civil Code). HQ plus is entitled to demand a higher interest if legally founded. This shall not be construed as a waiver to claim further damages.
HQ plus shall notify Customer textually about changes in pricing at least 30 days before changes take effect. If the changes are significantly to the disadvantage of the Customer, Customer is entitled to extraordinary termination of the Agreement at the moment the changes take effect.
§ 4 Liability and Claims
HQ plus is liable for acts of wilful intent and gross negligence of HQ plus and its representatives and negligence causing damage to life, body or health pursuant to legal provisions. Further to that, HQ plus is only liable according to the Product Liability Act, because of negligent violation of essential duties or in the event of fraudulent concealment of defects or if a condition of the product has been guaranteed. A claim for damages due to negligent violation of essential duties is limited to the predictable damage, typical for the type of contract, if not another case listed in sentence 1 or 2 is applicable.
The provisions of the before paragraph are applicable to all damage claims (in particular damages along with performance and damages instead of performance) no matter the legal foundation, in particular caused by defects, violation of contractual obligations, or tortious act. The provisions are also applicable to claims regarding compensation for futile efforts.
Customer is charged with any contributory negligence.
HQ plus does not warrant and is not liable for the accuracy of any content or data provided in its products or websites.
Content and data are based on sources HQ plus deems trustworthy and which HQ plus randomly checks. HQ plus does not assume any liability or guarantee for currentness, accuracy and completeness of the information provided. This concern is expressly raised and it is pointed out that the information offered is afflicted with the risk of inaccuracy. HQ plus cannot eliminate any damage resulting from decisions that were based on information of HQ plus. Any information provided is thus provided without warranty of accuracy.
The data provided, in particular prices are subject to exchange rate fluctuations. If Customer opts for display of data in another but the original currency, HQ plus converts currency according to current exchange rates. HQ plus undertakes to make sure that the conversion is being done based on the most current exchange rates. However, HQ plus does not assume warranty regarding the accuracy of the result.
In order to maintain the greatest possible objectivity, employees of HQ plus are prohibited to make a decision or recommendation based on not or not yet published information received in connection with their employment at HQ plus.
Claims based on defects are time barred after one year.
§ 5 Confidentiality
Parties are obliged to keep confidential any information regarding operations and business. Trade and company secrets that have been made available to the respective other party shall be kept confidential for two years after expiry of this Agreement. Confidential information in particular is obviously confidential company secrets as well as information labeled confidential.
Confidential documents shall only be made available to persons concerned, in particular those belonging to the respective area of operations.
§ 6 Term and Termination
The term of the Agreement is constituted in the respective signed offer.
The Agreement is prolonged by another 12 months by implication, if not one of the parties terminates the Agreement with 4 weeks written notice before the end of the Agreements term.
Any rights to extraordinary termination remain unaffected. A reason to extraordinary termination in particular is the violation of contractual obligations, if the violation does not end 30 days after the other party has requested ending the violation from the violating party in writing.
Significant changes to pricing (§ 3) by HQ plus constitute a reason for Customer to extraordinarily terminate the Agreement within two weeks’ notice before the changed pricing takes effect.
If customer is in default of payment for more than 2 months after due date, HQ plus may extraordinarily terminate the Agreement.
§7 Force Majeure
If, due to Force Majeure (in particular war, natural disaster) HQ plus may not perform its obligations under the Agreement, HQ plus is relieved from performance for the duration of its hindrance.
If HQ plus is unable to perform essential obligations under the Agreement due to Force Majeure for more than 30 days, Customer may execute his right to extraordinary termination of the Agreement (§ 6).
$ 8 Set-off and Retention
Customer may only set-off with undisputed claims or those established as legally binding.
§ 9 Miscellaneous
The parties agree these Terms and Conditions and the Agreement to be governed by German law, excluding CISG. This shall also be applicable in cross-border situations.
These Terms and Conditions apply to all HQ plus Agreements. This also applies to future dealings. HQ plus objects any deviating provisions. Any other but the provisions hereinbefore become valid only with HQ plus express approval.
Changes and amendments to these terms must be made textually.
Place of fulfillment is the HQ plus registered company seat.
Exclusive venue for any disputes arising out of these Terms and Conditions or the Agreement shall be the competent court in Berlin, Germany – Status January 2017.