General Terms & Conditions

(Last revised: 15.05.2018)

1. Scope of validity/inclusion
1. These terms & conditions of sale apply to all business relations between us – QRSKIN GmbH – and our customers. Our terms & conditions of sale only apply to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB). "Customers" within the meaning of our terms & conditions of sale are exclusively defined as natural or legal persons or partnerships with legal personality who or which act in exercise of their trade, business or profession.
2. Our terms & conditions of sale apply to the exclusion of any others. They shall also apply to future orders placed by the customer. The latest version of our terms & conditions of sale, as amended at the time of signing the contract in any given case, shall prevail. Any conflicting conditions or conditions laid down by the customer which differ from these terms & conditions of sale will not be recognised unless we expressly consent to their validity. Our terms & conditions of sale shall also apply even if we unreservedly fulfil our contract in full knowledge of conflicting or differing conditions specified by the customer.
2. Conclusion of contract
1. All quotations issued by QRSKIN GmbH are always subject to confirmation and non-binding. QRSKIN GmbH will remain bound to quotations issued to individual customers for 30 days from the date of issue. The purchase order of the customer/instruction of the customer shall be binding, however. QRSKIN GmbH shall have the right to accept the customer's offer of contract in the binding purchase order within two weeks of its receipt. Acceptance may be effected either in writing or by delivery to the customer.
3. Prices/payment
1. All agreed prices are fixed prices. Unless expressly agreed otherwise, prices are subject to value added tax at the applicable rate on conclusion of contract in any given case and are quoted exclusive of packaging, insurance and dispatch costs.
2. Any work carried out over and above the services set out in the contract and included in the purchase price will be added to the bill and the additional charges shall be payable not later than on completion of the work.
3. QRSKIN GmbH reserves the right to adjust its prices accordingly after signing the contract if cost reductions or cost increases occur for which it is not responsible, especially on the basis of collective agreements or changes in material prices. QRSKIN GmbH will provide the customer with evidence of any such situation on request. Should the parties be unable to come to an agreement in the event of a contract for the performance of a continuing obligation, the customer may withdraw from the contract within one month of the notification of the price increase by QRSKIN GmbH.
4. Unless expressly agreed otherwise, the purchase price shall be due for payment along with any other additional costs within two weeks of receipt of invoice without further demand for payment.
5. Unless the customer is expressly subject to other instructions, payments made by the customer will be credited against longer-standing debts in the first instance and then against more recent accounts owing to QRSKIN GmbH, notwithstanding section 367 of the German Civil Code (BGB).
6. Unless different terms of payment are agreed, our invoices shall be due for payment strictly net within 30 days of the invoice date. We shall be entitled to claim interest from merchants on late payments, counting from the due date (section 353 of the German Commercial Code (HGB)). The statutory regulations on default interest shall apply in case of late payment.
7. The customer will only be entitled to withhold payments or offset payments against claims of QRSKIN GmbH if the customer's claims are undisputed or established as final and absolute. The customer may only exercise a right of retention if the latter’s counterclaim is based on the same contract.
8. The parties shall assume by common accord that the deliveries are not subject to excise duty in any country in the world (with the exception of any value added tax). Should this assumption be false and should QRSKIN GmbH be required to pay any such duty, the customer shall be liable for this tax in addition to the agreed purchase price.
9. The deduction of any cash discount shall be subject to separate agreement.
10. QRSKIN GmbH shall have the right to assign its payment claims (e.g. to a factor).
4. Reservation of right of modification
1. Until such time as delivery is made to the customer, QRSKIN GmbH shall alone be entitled to make a unilateral decision as to which objects to deliver to the customer under the contract if there is a choice of several items of the same kind and same value.
2. If the customer has ordered a specific item or if QRSKIN GmbH has exercised its right to decide pursuant to paragraph 4.1, QRSKIN GmbH may deliver a different item of the same kind and same value in lieu of the item to be supplied under the contract if this is acceptable for the customer, having due regard for the interests of QRSKIN GmbH.
5. Delivery/scope of delivery/default of delivery
1. Part deliveries and partial performance may be made if acceptable to the customer.
2. Unless alternative delivery times are agreed in writing, the goods will be delivered by QRSKIN GmbH within 60 days of conclusion of contract or, if advance payment is agreed, within 60 days of receipt of payment.
3. Commencement of the delivery time quoted by Bioskinco GmbH presupposes the due clarification of any technical issues.
4. Every customer order will be subject to correct and due deliveries to our company from our suppliers. The above proviso will only apply if we are not responsible for the failure to deliver, i.e. especially if we have agreed a matching cover transaction with the manufacturer and are still not furnished with supplies. In this case we will inform the customer immediately of the unavailability of our product/workpiece and will be entitled to withdraw in accordance with the statutory regulations.
5. The date of default in delivery of QRSKIN GmbH shall be dictated by statutory regulations. In any case, however, the customer shall be required to issue an overdue notice. Should QRSKIN GmbH default on delivery, the customer may claim a flat rate of damages for delay. The damages shall be fixed at 0.5% of the net price (value of goods to be delivered) for every full calendar week of delay, but not more than 5% of the value of the goods delivered late. QRSKIN GmbH reserves the right to furnish proof that the buyer has sustained no losses at all or substantially fewer losses than the above flat rate of damages.
6. Every customer order will be subject to correct and due deliveries to QRSKIN GmbH from its suppliers. The above proviso shall only apply if QRSKIN GmbH is not responsible for the failure to deliver, i.e. especially if QRSKIN GmbH has agreed a matching cover transaction with the manufacturer and is still not furnished with supplies. In this case QRSKIN GmbH will inform the customer immediately of the unavailability of its product/workpiece and will be entitled to withdraw in accordance with the statutory regulations.
7. Force majeure events which make it very difficult or impossible to effect performance or to fulfil an obligation shall entitle the affected party to postpone said performance or fulfilment of said obligation for the duration of the impediment and an additional lead time of an appropriate length. Industrial disputes in the companies of the parties or industrial disputes in other companies shall equate to force majeure. If the service cannot be expected to be performed within a reasonable time due to the nature of the impediment, each party shall be entitled to withdraw in full or in part on account of the unfulfilled part of the contract.
8. QRSKIN GmbH shall have the right to suspend deliveries and services with immediate effect and to refuse performance of outstanding contracts in the event of late payment, a request to open insolvency proceedings, collection of information on financial circumstances pursuant to section 807 of the German Code of Civil Procedure (ZPO), the onset of financial difficulties, or the emergence of a major deterioration in the financial circumstances of the customer. At the same time, we shall be entitled to ask the purchaser for immediate payment of accounts receivable not yet due for payment.
6. Transfer of risk
1. When agreeing the terms governing contracts of sale involving the carriage of goods, the risk of accidental perishing or accidental deterioration of the product/workpiece shall pass to the customer on the delivery of the same to the forwarding agent, freight carrier or to the person instructed to dispatch the goods.
2. The goods shall be deemed to have been handed over if the customer fails to take due delivery of said goods.
3. If the dispatch or delivery is postponed at the request of the customer, we will charge the customer 1% of the invoice amount for each month or part thereof for storage from the time of readiness for delivery originally agreed. The customer will be allowed to furnish evidence that no damages whatsoever have been incurred or that any damages incurred are substantially lower than the fixed charge. In this case the customer will be deemed to have failed to take due delivery of the goods.
7. Default in accepting delivery
1. QRSKIN GmbH shall have the right to claim damages if the customer refuses to accept delivery of the ordered item or expressly states before delivery that it is unwilling to accept the goods.
2. QRSKIN GmbH may claim 20% net of the agreed price by way of compensation unless the buyer can show that no damages or lesser damages have been incurred. In other respects, QRSKIN GmbH reserves the right to claim a demonstrably higher amount in damages.
3. If the customer delays in accepting delivery of the ordered item or fails to accept the delivery within 30 days of the agreed delivery date, QRSKIN GmbH may charge a minimum of EUR 40.00 for the storage of the goods, rising to 0.5% of the agreed price for each month but not more than 15% of the agreed price. The customer will be at liberty to furnish proof in any given case that a lesser amount was incurred or that no storage costs at all were incurred.
8. Rights of the customer in case of defects
1. The rights of the customer are based on the assumption that the customer has duly discharged its obligation to inspect goods and to notify QRSKIN GmbH of any defects within one week and, in other respects, as stipulated in section 377 of the German Commercial Code (HGB). The customer shall bear the full burden of proof in respect of all conditions of entitlement, especially in respect of the fault itself, the time of the discovery of the fault and the due notification of defects.
2. Should the product/workpiece prove to be defective, QRSKIN GmbH may choose in the first instance whether to redress the situation by correcting the defect (improvement) or by making and supplying an item free of defects (substitute delivery). QRSKIN GmbH shall be liable to bear all the costs required for renewed performance, especially transport costs, travel expenses, labour and materials, insofar as said costs are not unduly increased by the fact that the product/workpiece has been relocated from the place of delivery agreed in the contract.
3. If the attempt at renewed performance should fail, the customer may opt for deduction of payment (reduction) or rescission of the contract (cancellation) as well as compensation for damages. The customer shall not have any right of withdrawal, however, in cases involving merely minor nonconformities, especially in cases where defects are only negligible. The limitations of liability set out in section 10 shall apply if the customer chooses to claim damages.
4. Claims for defects with the supplied goods shall be subject to a limitation period of one year after the passage of risk as defined in section 6; this shall not apply to claims for damages arising from injury to life, limb or health on account of a defect for which we are responsible or based on deliberate intent or gross negligence on our part or on the part of our vicarious agents. The statutory limitation periods shall apply in this regard. The legal limitation period shall remain unaffected in the event of a delivery recourse claim pursuant to sections 478 and 479 of the German Civil Code (BGB).
5. QRSKIN GmbH does not provide the customer with guarantees in the legal sense. This does not affect any guarantees provided by manufacturers.
6. Claims against QRSKIN GmbH may not be assigned or pledged by the customer. This shall be without prejudice to section 354a of the German Commercial Code (HGB).
9. Reservation of title
1. QRSKIN GmbH reserves title to the products/workpieces until such time as all payments have been received under the contract in any given case. In the event of a breach of contract on the part of the customer, especially default of payment, QRSKIN GmbH shall have the right to reclaim the products/workpieces after allowing an additional time limit of reasonable duration. The recovery of goods shall constitute a withdrawal from the contract. After recovering the purchased item, QRSKIN GmbH shall be authorised to use the item, duly crediting the proceeds earned by its utilisation against the liabilities by the customer after deducting the costs of utilisation.
2. The customer shall be required to handle the products/workpieces with care. Any servicing and inspection work which may be required must be carried out by the customer in due time at its own expense.
3. The customer must notify QRSKIN GmbH immediately of any case of attachment or seizure or other third-party intervention so that the company can take legal action under section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse QRSKIN GmbH for the judicial and extrajudicial costs of taking legal action under section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by Bioskinco GmbH.
4. The customer shall be entitled to sell the products/workpieces on in the normal course of business and hereby assigns to QRSKIN GmbH all claims in the final invoiced amount (including statutory value added tax) which accrue to the customer against its buyers or third parties through the resale, irrespective of whether the products/workpieces were resold as purchased or after further processing. QRSKIN GmbH hereby accepts said assignment. The customer shall remain entitled to collect said receivables after their assignment. This shall not affect the authority of QRSKIN GmbH to collect the receivables itself. QRSKIN GmbH reserves the right to collect the receivables as soon as the trader fails to duly discharge its payment obligations and defaults on payment. If this is the case, however, QRSKIN GmbH may ask the customer for details of the assigned claims and their debtors and for all the information required for collection, including the relevant documents, and may ask the customer to inform the debtors (third parties) of the assignment.
5. The processing or alteration of the products/workpieces by the customer shall always be carried out on behalf of QRSKIN GmbH. If the product/workpiece is processed with other objects not belonging to QRSKIN GmbH, QRSKIN GmbH shall acquire a share in ownership of the new item based on the value of the product/workpiece (final invoiced amount including statutory value added tax) in proportion to the other objects at the time of processing. The same shall apply to the item arising by way of the refinement process as applies to the product/workpiece supplied under reservation of title.
6. If the product/workpiece is permanently mixed with other objects not belonging to QRSKIN GmbH, QRSKIN GmbH shall acquire ownership of the new item based on the value of the purchased item/work performed (final invoiced amount including statutory value added tax) in proportion to the other objects at the time of mixing. Insofar as the objects are mixed in such a way that the customer's item is to be regarded as the main item, it shall be deemed to have been agreed that the customer shall transfer the proportional share of the ownership to QRSKIN GmbH. The customer shall hold the resulting sole ownership or joint ownership for QRSKIN GmbH.
7. The customer hereby also assigns to QRSKIN GmbH the claims by way of security for our claim against the customer which accrue against a third party through the connection of the product/workpiece with a property.
8. QRSKIN GmbH undertakes to release its securities at the request of the customer insofar as the realisable value of its securities exceeds the relevant receivables by more than 10%; it shall be for QRSKIN GmbH to select the securities for release.
10. Liability
1. QRSKIN GmbH shall be liable to the customer in case of gross negligence and wilful breach of duty on the part of QRSKIN GmbH, its legal representatives or vicarious agents. In the case of slight negligence, QRSKIN GmbH shall only be liable if QRSKIN GmbH, its legal representatives or vicarious agents act in breach of a fundamental contractual obligation ("cardinal obligation"), and the liability shall be limited to damages typical and foreseeable under the relevant contract. QRSKIN GmbH shall not be liable for slight negligence in the case of breach of a minor contractual duty. The above limitations of liability shall not apply in case of claims under the law on product liability, nor shall they apply in the case of injury to life, limb or health attributable to QRSKIN GmbH.
2. Insofar as the liability of QRSKIN GmbH is excluded or limited, the same shall apply to the personal liability of its employees, legal representatives and vicarious agents.
11. Place of performance/applicable law/place of jurisdiction
1. Jena shall be the place of performance for all contractual obligations.
2. The law of the Federal Republic of Germany shall apply exclusively, as agreed, regardless of the registered office, place of residence and nationality of the customer. The UN Convention on Contracts for the International Sale of Goods shall not apply.
3. If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, Jena shall be the agreed place of jurisdiction for all disputes in connection with the relevant contract in accordance with section 38 of the German Code of Civil Procedure (ZPO). This shall also apply if the customer has no place of general jurisdiction in Germany.
12. Data privacy
1. QRSKIN GmbH will use the data provided by the customer, e.g. name, address, telecommunications data, solely for the purposes of processing purchase orders or for other contractual relations with the customer. These data will only be forwarded to third parties with the prior consent of the customer.
13. Industrial property rights
1. QRSKIN GmbH shall retain the rights, especially industrial property rights, relating to any documents or other information made available to the customer in connection with the placing or processing of an order.
14. Contract amendments/written form
1. Any agreements additional to, supplementing or amending these General Terms & Conditions must be set out in writing. This written form clause may likewise only be amended by a written agreement.
15. Severability clause
1. Should one or more provisions in these General Terms & Conditions be or become inoperative, the rest of both the contract and the General Terms & Conditions shall remain operative. The customer and QRSKIN GmbH undertake to replace any invalid provisions with clauses corresponding to the commercial purpose of the contract.