Terms of Business
These General Terms of Business (hereinafter the “Terms”) of LizardQ GbR (hereinafter “LizardQ”) shall apply to all products and services provided by LizardQ (products and services hereinafter the “Products”) and to all business transactions between LizardQ and the Customer.
Products provided by LizardQ are exclusively subject to these Terms. Terms and conditions of the Customer that conflict with, supplement or deviate from these Terms shall not be applicable, except if LizardQ has given their express written consent to their applicability.
Conclusion of the contract
The Product presentation on the LizardQ website is an invitation to an offer by the Customer. The order of a customer represents a binding offer to LizardQ to purchase a Product. The contract is concluded when this offer is accepted by LizardQ. LizardQ is free to accept the offer by a written confirmation to the Customer, or by delivery of the goods.
If the Customer has objections to the contents of the order confirmation or to the goods delivered, the Customer must object to the same without undue delay. Otherwise, the contract comes about in accordance with, and with the contents set forth in, the confirmation of the order.
Specification of the Product
If the contract concerns goods that are subject to technological change, LizardQ is entitled to carry out the delivery in accordance with the manufacturer’s most recent data sheet, as updated from time to time. If the Customer is interested exclusively in the type ordered and this type may under no circumstances be deviated from, the Customer is obliged to advise LizardQ accordingly.
Information about the goods distributed by LizardQ – especially information on the LizardQ website, contained in brochures, catalogs, data sheets, advertising material, specifications and descriptions, definitions of the requirements to be met by the goods ("Pflichtenhefte" in German) and other technical supply conditions, certificates (e.g., certificate of compliance) and other documents – constitutes no guarantee of LizardQ as to the type and quality or durability of the goods.
The relevant prices are the prices stated in LizardQ’s confirmation of the order. The prices are ex works (EXW). In particular, they do not include the cost of packaging, freight, insurance, customs and VAT. Statutory VAT will be stated separately in the invoice, at the statutory rate applicable on the day the invoice is issued.
Terms of payment
All invoices shall be pre-paid before delivery, without any deduction, unless otherwise specified in the order confirmation. Any costs of money transfer must be borne by the Customer.
Passing of Risk
The risk of an accidental loss or deterioration of the goods passes to the Customer with the delivery of the goods or, if the goods are shipped, with their delivery to the carrier or to any other person commissioned with carrying out the shipment.
If there is a delay in shipment for reasons for which the Customer is responsible, the risk passes to the Customer from the day LizardQ is ready to dispatch the goods.
If LizardQ chooses the manner of shipment, the itinerary, or the person to carry out the shipment, LizardQ is liable solely for willful misconduct and gross negligence in this choice.
Retention of title
Property in the goods shall not pass to the buyer until payment in full has been received by LizardQ for all goods sold. In case of a current account the goods will serve as collateral for any balance claim by LizardQ against the buyer. The reservation of title ends with clearance of all outstanding debts, especially with clearance of the account.
Restrictions on Use
LizardQ warrants that the goods supplied have the characteristics that have been specified in writing – in verifiable technical parameters. The goods supplied are intended solely for the purposes specified by the respective manufacturer. These purposes do not normally include the use of the goods in life-saving or life-supporting or military systems or other purposes where a failure of the product can, upon reasonable assessment, lead to death, bodily injury or damage to health or to an extraordinarily high financial loss. Only the specifications in the relevant manufacturers’ data sheets shall be deemed an agreed type or quality, as defined in Sec. 434 BGB (German Civil Code). Exclusively the Customer is responsible for the fitness and safety of the goods for the applications intended by the Customer. LizardQ gives no guarantee, especially no guarantee in respect of the type and quality or durability of the goods.
As a prerequisite for the Customer’s rights based on defects, the Customer must examine the goods delivered upon receipt and must report defects to LizardQ in writing without undue delay, however no later than two weeks after the receipt of the goods. Hidden defects must be reported to LizardQ in writing without undue delay after their discovery. When reporting defects to LizardQ, the Customer must describe the defects in writing. The Customer is obligated to send the goods at its own expense to LizardQ for an examination of defects.
If goods are defective, LizardQ is entitled to subsequently perform the contract by remedying the defect or, at its choice, by delivering goods that are free of defects. In the event that the defect is remedied, LizardQ is under obligation to bear all expenses that must be made for purposes of remedying the defect, in particular, the cost of transportation, travelling expenses, the cost of labor and the cost of material, to the extent that there is no increase in these costs and expenses due to the fact that the goods have been brought to a place other than the delivery address. The cost of personnel and material claimed by the Customer in this respect is to be determined on a primary-cost basis ("Selbstkostenbasis" in German).
Defects which occur as a consequence of natural wear and tear, of improper handling or of alterations or repairs of the goods carried out improperly by the Customer or a third party do not give rise to claims based on defects. The same rule applies to defects that are attributable to the Customer or to a cause other than the original defect.
The Customer may return defective goods to LizardQ only upon prior approval in writing (RMA procedure). The risk of an accidental loss or deterioration of the goods does not pass until they have been accepted by LizardQ at the LizardQ’s place of business. LizardQ is entitled to refuse return shipments without a previously issued approval.
LizardQ has unlimited liability for damage or losses arising from a breach of guarantee or from death, bodily injury or damage to health. This rule also applies to cases of willful misconduct and gross negligence. LizardQ is liable for slight negligence only in the event of a violation of essential duties that result from the nature of the contract and that are of particular importance for achieving the purpose of the contract. Essential contractual obligations of LizardQ particularly include delivery in accordance with the type and quality agreed upon, appropriate storage, and proper transportation. In the event of a violation of such obligations, default, or impossible performance, LizardQ’s liability is limited to such damage as must typically be expected within the framework of the contract. LizardQ’s mandatory statutory liability for product defects remains unaffected.
The limitation period for the Customer's claims based on defects is one year. This limitation period also applies to claims in tort that are based on a defect of the goods. The limitation period begins to run with the delivery of the goods. LizardQ’s unlimited liability for damage or losses resulting from a breach of guarantee or from death, bodily injury or damage to health, for willful misconduct and gross negligence and for product defects remains unaffected.
Intellectual property rights
LizardQ does not assert or warrant that any product sold or otherwise supplied to the Customer, is or shall be free of any claim by any third party for patent infringement, intellectual property rights or the like. It is the sole responsibility of the Customer to protect themselves against any third party's claim by obtaining appropriate licenses.
The goods supplied are intended to remain in the country of delivery agreed upon with the Customer. If the Customer intends to re-export the goods, it is the Customer's responsibility to observe the relevant export and/or import provisions or restrictions and to obtain according permits, if necessary. The Customer may not export goods that are subject to embargo provisions.
If one or more of the preceding provisions become null and void, or the provisions in these Terms have a gap, the remaining terms and obligations shall not be affected. The void or missing provisions shall be replaced with terms that correspond to the economic intention of the contract.
Place of jurisdiction for all disputes arising from the business relationship between LizardQ and the Customer is the statutory seat of LizardQ. LizardQ is additionally entitled to bring an action at the statutory seat of the Customer, as well as at any other permissible place of jurisdiction.
The legal relations between LizardQ and the Customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).