General Terms and Conditions
General Terms and Conditions of qtec Consult GmbH
§ 1 General
1.1 These General Terms and Conditions of qtec Consult GmbH (hereinafter referred to as "qtec") shall apply to all work and service contracts between qtec and its customers; especially - in the context of medical devices - services in requirements engineering, risk management, software quality, verification and validation processes, clinical evaluations, regulatory affairs management, as well as post-market surveillance and/or training services.
1.2 Any terms and conditions contrary to or deviating from these General Terms and Conditions will not be recognized unless qtec has expressly agreed their validity. These General Terms and Conditions will be applied even if qtec executes the contractually agreed service unconditionally in the knowledge of conflicting or deviating customer requirements.
No verbal supplementary agreements have been made. Agreements deviating from or supplementing these General Terms and Conditions shall be set out in writing.
§ 2 Conclusion of contract
2.1 Offers made by qtec are non-binding.
2.2 Customer orders based on offers pursuant to German Civil Code § 145 BGB may be accepted by qtec within 4 weeks.may be accepted by qtec within 4 weeks.
2.3 As far as qtec offer documents and materials are concerned, qtec shall retain all property rights and all copyrights, in particular to drawings, models, samples, cost estimates as well as other documents and materials received by the customer from qtec. These materials and the information embodied therein shall be kept secret and may not be made accessible to third parties without the express written consent of qtec. They shall be returned to qtec without delay and/or deleted - without retaining any copies - if a contract is not materialised.
2.4 In case of doubt, orders shall only become binding upon confirmation of the order by qtec. This order confirmation shall be binding for the type and scope of the contractual performance obligations.
§ 3 Prices
3.1 Unless otherwise stated by qtec in the order confirmation, prices by qtec shall be net plus statutory value added tax.
3.2 The deduction of a cash discount shall only be permissible in the event of a separate written agreement.
3.3 Any costs for packaging and freight shall be invoiced separately unless otherwise agreed. For deliveries abroad, the customer shall additionally bear the costs of any customs duties and import taxes.
§ 4 Terms of payment
4.1 Details of the terms of payment are based on the qtec order confirmation.
4.2 Qtec invoices are due for payment immediately - subject to deviating agreements in individual cases - and are to be settled without deduction.
4.3 qtec shall not be obliged to accept bills of exchange, checks and other promises of payment; their acceptance shall always be in fulfilment of the invoice.
4.4 The date payment is received shall be the date when the amount is received by qtec or credited to our bank account. In the event of default in payment on the part of the customer, qtec shall be entitled to charge interest on any overdue sums at 9% nine percent above the base rate for the period of the default. qtec expressly reserves the right of assertion of claims for additional damage.
4.5 If, after concluding the contract, there is evidence that claiming payment is jeopardized by lack of ability to perform, in particular lack of creditworthiness on the part of the customer, qtec shall be entitled to demand immediate security or cash payment without any deduction for all services rendered and not yet paid for, and to demand advance payment for all services yet to be rendered, and to withhold services yet to be rendered. If the customer fails to comply with the above obligations when they are due, qtec shall be entitled to refuse performance and to withdraw from the contract as well as to claim damages.
4.6 The customer shall only be entitled to offset or retain a payment against claims that are uncontested or subject of a binding decision by a court. The customer shall not be entitled to a right of payment retention due to claims that are not arising from the very same contractual relationship.
§ 5 Order Execution, Obligations of the Customer
5.1 The scope of services to be delivered by qtec shall be based on the order confirmation.
5.2 qtec shall perform the contracted services in a conscientious and professionally competent manner, in accordance with the generally accepted rules of project management and those used in the regulatory environment.
5.3 qtec shall be entitled to use subcontractors for the execution of the order. The use of a subcontractor shall be indicated to the customer.
5.4 In accordance with the individual respective agreement, the execution of services by qtec shall require that the customer provides or submits to qtec designated information, documents and/or templates ("Templates"). These need to be complete, accurate and current. If applicable, specific processes must have been successfully implemented. Delays and additional costs incurred - because the information supplied or the details in the documents and templates provided by the customer are incorrect, incomplete or misleading or because processes have not yet been fully implemented - shall be borne by the customer. In particular, any additional expenses shall be billed on an hourly rate basis in accordance with agreed pricing by qtec.
5.5 qtec shall be entitled to make partial deliveries to a reasonable extent.
§ 6 Delivery period
6.1 Delivery dates or delivery periods shall generally be non-binding unless explicitly marked as "binding" by qtec as set out in the order confirmation.
6.2 Compliance with a delivery date or a delivery period that are binding shall be subject to the proviso that qtec is supplied correctly, completely and on time by its pre-suppliers with whom qtec has entered delivery contracts.
6.3 The delivery period shall be deemed to have been complied with if qtec has fulfilled the contractually agreed service within the deadline set or if it has left qtec's works or if qtec has notified the customer that it is ready for collection. The delivery period shall not start running as long as the customer has not duly complied with his obligations, such as the provision of the contractually agreed information, documents and templates, the processes to be implemented as well as a down payment or the handing over of a payment guarantee.
6.4 If qtec is prevented from fulfilling its performance obligations in a timely manner due to circumstances which only became apparent after the conclusion of the contract (in particular due to force majeure, natural disasters, pandemics, industrial action, official intervention, supply difficulties, traffic disruptions, extraordinary traffic conditions, unforeseeable operational disruptions, unforeseeable lack of timely delivery by pre-suppliers with regard to a corresponding purchase contract or for other similar reasons), fulfilment obligations shall be suspended for the duration of the impediment and the scope of its impact.
6.4.1 qtec shall inform the customer without delay if and for what reasons a temporary impediment or impossibility of performance has occurred.
6.4.2 If the suspension of the obligation to perform is deemed unreasonable by the Customer, they shall be entitled to withdraw from the contract after setting an expiry deadline within a reasonable period of time. Setting such a deadline is not required in the cases specified by the German Commercial Code Law (e.g. §§ 323 para. 2, para. 4, 326 para. 5 BGB as well as § 376 HGB).
6.4.3 qtec shall not be responsible for the non-performance or delayed performance for the reasons set out above. A claim for damages or reimbursement of expenses shall be excluded in accordance with § 11. If a partially performed service has been effected, the customer may only withdraw from the entire contract if they are no longer interested in the partially delivered service.
§ 7 Changes at the request of the customer
7.1 The customer shall be entitled to demand changes in performance in accordance with the following provisions. qtec may propose such changes in writing.
7.2 The change request must be submitted to qtec in writing and must state precisely the changes requested. From a timing point of view, with service contracts, the change request can only be considered up to the point when the services agreed are rendered, and in the case of a work contract prior to acceptance.
7.3 After qtec has received a change request from the Customer or has itself submitted a change proposal, qtec shall notify the Customer in writing whether and how the changes can be implemented and which alterations ensue with regard to contract price, completion period and other contractual provisions.
7.4 If the completion of the subject matter of the contract is delayed - as a result of disagreements between qtec and the customer regarding the consequences of the changes - the customer shall in any case be obliged to pay that proportion of the contract price which has become payable by the time the disagreements commenced. Insofar as the changes that have led to disagreements also have an impact on the contract price, qtec and the Customer shall reach a separate agreement on the specific amount of the new contract price. Any payments already made by the customer shall be credited against this newly agreed contract price. Until the disagreements have been settled, qtec shall not be obliged to carry out the changes requested by the customer.
§ 8 Transfer of risk and acceptance
8.1 In the case of a work contract, the transfer of risk and acceptance shall be governed by the following regulations.
8.2 Unless otherwise agreed, delivery is "ex works". The risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the customer upon acceptance or handover of the subject matter of the contract to the customer or the shipping agent, irrespective of who bears the freight costs. This also applies in the case of a notification of being ready for dispatch, if the delivery does not take place for reasons that are the responsibility of the customer.
8.3 The Customer shall be obliged to approve the contractual subject matter produced in accordance with the contract, unless approval is excluded due to the nature of the contractual subject matter. Approval may not be refused due to insignificant defects. Approval shall be deemed to have been granted if the customer fails to approve the subject matter of the contract - although obliged to do so - within a reasonable period of time determined by qtec.
8.4 If agreed by the contract parties, joint approval tests take place in order to determine whether the subject matter of the contract complies with the contractual provisions, the following shall apply:
8.4.1 qtec shall notify the Customer in writing that the subject matter of the contract is ready for approval. This notification shall include a date for acceptance tests that gives the customer sufficient time to prepare for tests and, if necessary, to arrange for attendance by a representative.
8.4.2 qtec shall bear the costs for qtec staff at the approval tests; the Customer shall bear all other costs of the approval tests and, in particular, provide, at its own expense, any aids required to carry out the approval tests.
8.4.3 If the Customer is not present or represented at the appointment date for the test despite of a notification in accordance with § 8.4.1 or if the Customer does not fulfill his obligations in accordance with § 8.4.2, the tests shall be deemed to have been successfully performed on the date specified as the date for the approval tests in the notification from qtec. This shall not apply if the customer objects to the approval within a period of 14 days. The objection period shall commence on the day that was specified as the date for the approval tests in qtec's notification. qtec shall separately draw the customer's attention to these legal consequences in its notification pursuant to § 8.4.1 above.
8.5 The subject matter of the contract shall be accepted if the approval tests have been successfully performed or are deemed to have been successfully performed in accordance with § 8.4 or if the customer puts the subject matter of the contract into use as intended.
§ 9 Ownership - Retention of title
9.1 Ownership, user rights and other rights to contractual subject matter created by qtec shall remain with qtec until all invoices relating thereto have been settled in full by the customer.
9.2 In the event that the customer acts in breach of contract, in particular in the event of defaulting payment, qtec shall be entitled to repossess the subject matter of the contract after setting a reasonable deadline. The repossession of the subject matter of the contract by qtec shall constitute a withdrawal from the contract. qtec shall be entitled to utilize the subject matter of the contract after it has been repossessed. The proceeds of such utilization shall be offset against the Customer's liabilities - less reasonable utilization costs.
§ 10 Warranty, statute of limitations
10.1 qtec's warranty obligation shall be based on the statutory provisions subject to the following provisions.
10.2 The customer shall notify qtec of any defects in text form.
10.3 If the order content is to be qualified as a work contract within the scope of § 631 BGB (German Civil Code), qtec's warranty obligation shall initially be limited to supplementary fulfilment within a reasonable period. If the supplementary fulfilment fails, i.e. if it becomes impossible or unreasonable for the Customer; or if it is unjustifiably refused or unduly delayed by qtec, the Customer shall be entitled, at his discretion, to demand a reduction of the remuneration or the cancellation of the contract. In the case of only minor defects, however, the customer shall not be entitled to withdraw from the contract. The Purchaser’s Right to take action himself, according to §§ 634 No. 2, 637 BGB (German Civil Code), is excluded.
10.4 Liability for damages shall be limited pursuant to § 11. The same shall apply to claims for reimbursement of expenses.
10.5 qtec shall not be liable for defects,
a) which are based on information, documents, templates and/or processes provided by the Customer or prescribed or specified in more detail by the Customer, insofar as qtec has notified the Customer in advance of their unsuitability, incompleteness and/or lack of updated documentation and the associated exclusion of warranty,
b) which are based on modifications without the written consent of qtec.
10.6 Warranty claims of the customer shall become statute-barred one year after approval of the subject matter of the contract by the Customer in the case of a work contract or one year after completion in the case of a services contract. Where damage claims arise from § 11.1 Sentence 1 and § 11.2, as well as from § 634a paragraph 1 no. 2 BGB (German Civil Code), the statutory limitation period shall apply.
§ 11 Liability in case of compensatory damages
11.1 qtec shall only be liable for damages, irrespective of the legal grounds, in the event of intent or gross negligence on the part of its statutory organs or auxiliary agents. The above exclusion of liability for simple negligence shall not apply in the case of violation of essential contractual obligations. In the event of a breach of essential contractual obligations, liability shall be limited to typical, foreseeable damages.
11.2 Liability for damages due to a guarantee given by qtec as well as due to liabilities under the product law or other mandatory standards shall remain unaffected by the above provisions. The same shall apply in the event of damage resulting from injury to life, body or health.
11.3 Liability on the part of qtec shall be excluded,
a) for damage caused if the subject matter of the contract is not used in compliance with qtec's specifications;
b) for damage caused by parts of the subject matter of the contract to which third parties have made modifications of any kind and if these damages are not verifiably attributable to a violation of duty on the part of qtec.
§ 12 Secrecy, Copyright, Data Protection
12.1 qtec shall be entitled to make file copies of written documentation made available to qtec for inspection and importance for the execution of the order.
12.2 Insofar as expert opinions, test results, calculations and other documentation or work results - including those in electronic form and including drafts - are created in the course of the execution of the order, which are subject to copyright protection (hereinafter: "the works"), qtec shall grant the customer a simple, right of use thereto. This user right cannot be sublicensed and is subject to the provision in § 9.1 - insofar as this is required in accordance with the purpose of the contract. No additional rights shall be granted or conferred. The customer may only use the works in their entirety and otherwise in an unmodified form and only for the purpose of the contract.
12.3 qtec shall treat as strictly confidential any trade and business secrets of the customer that come to qtec's knowledge during the fulfillment of the order.
12.4 qtec shall use personal data of the Customer for the correct fulfillment of the order as well as only for permitted purposes otherwise. For this purpose, qtec shall also use automatic data processing systems. When processing data, qtec shall comply with all applicable data protection requirements.
§ 13 Place of jurisdiction, applicable law, salvatory clause
13.1 For all present and future claims arising from the business relationship, the exclusive place of jurisdiction shall be qtec's registered office in 23568 Lübeck. This place of jurisdiction shall also apply to any disputes relating to the formation and validity of the contractual relationship.
13.2 The contractual relationship shall be governed by the law of the Federal Republic of Germany.
13.3 If parts of the above terms and conditions are invalid or suspended, their effectiveness shall remain unaffected otherwise. The contracting parties shall be obliged to replace ineffective regulations with provisions that are legally effective and correspond to the ineffective regulations as far as possible in terms of meaning and purpose as well as economic outcome.
General Terms and Conditions of qtec Service GmbH
§ 1 General
1.1 These General Terms and Conditions of qtec Service GmbH (hereinafter referred to as "qtec") shall apply to all work and service contracts between qtec and its customers; especially - in the context of medical devices - services in requirement engineering, risk management, software quality, verification and validation processes, clinical evaluations, regulatory affairs management, as well as post-market surveillance and/or training services.
1.2 Any terms and conditions contrary to or deviating from these General Terms and Conditions will not be recognized unless qtec has expressly agreed their validity. These General Terms and Conditions will be applied even if qtec executes the contractually agreed service unconditionally in the knowledge of conflicting or deviating customer requirements.
1.3 No verbal supplementary agreements have been made. Agreements deviating from or supplementing these General Terms and Conditions shall be set out in writing.
§ 2 Conclusion of contract
2.1 Offers made by qtec are non-binding.
2.2 Customer orders based on offers pursuant to German Civil Code § 145 BGB may be accepted by qtec within 4 weeks.may be accepted by qtec within 4 weeks.
2.3 As far as qtec offer documents and materials are concerned, qtec shall retain all property rights and all copyrights, in particular to drawings, models, samples, cost estimates as well as other documents and materials received by the customer from qtec. These materials and the information embodied therein shall be kept secret and may not be made accessible to third parties without the express written consent of qtec. They shall be returned to qtec without delay and/or deleted - without retaining any copies - if a contract is not materialised.
2.4 In case of doubt, orders shall only become binding upon confirmation of the order by qtec. This order confirmation shall be binding for the type and scope of the contractual performance obligations.
§ 3 Prices
3.1 Unless otherwise stated by qtec in the order confirmation, prices by qtec shall be net plus statutory value added tax.
3.2 The deduction of a cash discount shall only be permissible in the event of a separate written agreement.
3.3 Any costs for packaging and freight shall be invoiced separately unless otherwise agreed. For deliveries abroad, the customer shall additionally bear the costs of any customs duties and import taxes.
§ 4 Terms of payment
4.1 Details of the terms of payment are based on the qtec order confirmation.
4.2 Qtec invoices are due for payment immediately - subject to deviating agreements in individual cases - and are to be settled without deduction.
4.3 qtec shall not be obliged to accept bills of exchange, checks and other promises of payment; their acceptance shall always be in fulfilment of the invoice.
4.4 The date payment is received shall be the date when the amount is received by qtec or credited to our bank account. In the event of default in payment on the part of the customer, qtec shall be entitled to charge interest on any overdue sums at 9% nine percent above the base rate for the period of the default. qtec expressly reserves the right of assertion of claims for additional damage.
4.5 If, after concluding the contract, there is evidence that claiming payment is jeopardized by lack of ability to perform, in particular lack of creditworthiness on the part of the customer, qtec shall be entitled to demand immediate security or cash payment without any deduction for all services rendered and not yet paid for, and to demand advance payment for all services yet to be rendered, and to withhold services yet to be rendered. If the customer fails to comply with the above obligations when they are due, qtec shall be entitled to refuse performance and to withdraw from the contract as well as to claim damages.
4.6 The customer shall only be entitled to offset or retain a payment against claims that are uncontested or subject of a binding decision by a court. The customer shall not be entitled to a right of payment retention due to claims that are not arising from the very same contractual relationship.
§ 5 Order Execution, Obligations of the Customer
5.1 The scope of services to be delivered by qtec shall be based on the order confirmation.
5.2 qtec shall perform the contracted services in a conscientious and professionally competent manner, in accordance with the generally accepted rules of project management and those used in the regulatory environment.
5.3 qtec shall be entitled to use subcontractors for the execution of the order. The use of a subcontractor shall be indicated to the customer.
5.4 In accordance with the individual respective agreement, the execution of services by qtec shall require that the customer provides or submits to qtec designated information, documents and/or templates ("Templates"). These need to be complete, accurate and current. If applicable, specific processes must have been successfully implemented. Delays and additional costs incurred - because the information supplied or the details in the documents and templates provided by the customer are incorrect, incomplete or misleading or because processes have not yet been fully implemented - shall be borne by the customer. In particular, any additional expenses shall be billed on an hourly rate basis in accordance with agreed pricing by qtec.
5.5 qtec shall be entitled to make partial deliveries to a reasonable extent.
§ 6 Delivery period
6.1 Delivery dates or delivery periods shall generally be non-binding unless explicitly marked as "binding" by qtec as set out in the order confirmation.
6.2 Compliance with a delivery date or a delivery period that are binding shall be subject to the proviso that qtec is supplied correctly, completely and on time by its pre-suppliers with whom qtec has entered into a delivery agreement by reason of the contract concluded with the customer.
6.3 The delivery period shall be deemed to have been complied with if qtec has fulfilled the contractually agreed service within the deadline set or if it has left qtec's works or if qtec has notified the customer that it is ready for collection. The delivery period shall not start running as long as the customer has not duly complied with his obligations, such as the provision of the contractually agreed information, documents and templates, the processes to be implemented as well as a down payment or the handing over of a payment guarantee.
6.4 If qtec is prevented from fulfilling its performance obligations in a timely manner due to circumstances which only became apparent after the conclusion of the contract (in particular due to force majeure, natural disasters, pandemics, industrial action, official intervention, supply difficulties, traffic disruptions, extraordinary traffic conditions, unforeseeable operational disruptions, unforeseeable lack of timely delivery by pre-suppliers with regard to a corresponding purchase contract or for other similar reasons), fulfilment obligations shall be suspended for the duration of the impediment and the scope of its impact.
6.4.1 In case of a temporary impediment or should it become impossible to render the agreed services, qtec is obliged to inform the customer without undue delay of such temporary impediment or impossibility of contract fulfilment and indicate the reasons why it occured.
6.4.2 If the suspension of the obligation to perform is deemed unreasonable by the Customer, they shall be entitled to withdraw from the contract after setting an expiry deadline within a reasonable period of time. Setting such a deadline is not required in the cases specified by the German Commercial Code Law (e.g. §§ 323 para. 2, para. 4, 326 para. 5 BGB as well as § 376 HGB).
6.4.3 qtec shall not be responsible for the non-performance or delayed performance for the reasons set out above. A claim for damages or reimbursement of expenses shall be excluded in accordance with § 11. If a partially performed service has been effected, the customer may only withdraw from the entire contract if they are no longer interested in the partially delivered service.
§ 7 Changes at the request of the customer
7.1 The customer shall be entitled to demand changes in performance in accordance with the following provisions. qtec may propose such changes in writing.
7.2 The change request must be submitted to qtec in writing and must state precisely the changes requested. From a timing point of view, with service contracts, the change request can only be considered up to the point when the services agreed are rendered, and in the case of a work contract prior to acceptance.
7.3 After qtec has received a change request from the Customer or has itself submitted a change proposal, qtec shall notify the Customer in writing whether and how the changes can be implemented and which alterations ensue with regard to contract price, completion period and other contractual provisions.
7.4 If the completion of the subject matter of the contract is delayed - as a result of disagreements between qtec and the customer regarding the consequences of the changes - the customer shall in any case be obliged to pay that proportion of the contract price which has become payable by the time the disagreements commenced. Insofar as the changes that have led to disagreements also have an impact on the contract price, qtec and the Customer shall reach a separate agreement on the specific amount of the new contract price. Any payments already made by the customer shall be credited against this newly agreed contract price. Until the disagreements have been settled, qtec shall not be obliged to carry out the changes requested by the customer.
§ 8 Transfer of risk and acceptance
8.1 In the case of a work contract, the transfer of risk and acceptance shall be governed by the following regulations.
8.2 Unless otherwise agreed, delivery is "ex works". The risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the customer upon acceptance or handover of the subject matter of the contract to the customer or the shipping agent, irrespective of who bears the freight costs. This also applies in the case of a notification of being ready for dispatch, if the delivery does not take place for reasons that are the responsibility of the customer.
8.3 The Customer shall be obliged to approve the contractual subject matter produced in accordance with the contract, unless approval is excluded due to the nature of the contractual subject matter. Approval may not be refused due to insignificant defects. Approval shall be deemed to have been granted if the customer fails to approve the subject matter of the contract - although obliged to do so - within a reasonable period of time determined by qtec.
8.4 If agreed by the contract parties, joint approval tests take place in order to determine whether the subject matter of the contract complies with the contractual provisions, the following shall apply:
8.4.1 qtec shall notify the Customer in writing that the subject matter of the contract is ready for approval. This notification shall include a date for acceptance tests that gives the customer sufficient time to prepare for tests and, if necessary, to arrange for attendance by a representative.
8.4.2 qtec shall bear the costs for qtec staff at the approval tests; the Customer shall bear all other costs of the approval tests and, in particular, provide, at its own expense, any aids required to carry out the approval tests.
8.4.3 If the Customer is not present or represented at the appointment date for the test despite of a notification in accordance with § 8.4.2 or if the Customer does not fulfill his obligations in accordance with § 8.4.2, the tests shall be deemed to have been successfully performed on the date specified as the date for the approval tests in the notification from qtec. This shall not apply if the customer objects to the approval within a period of 14 days. The objection period shall commence on the day that was specified as the date for the approval tests in qtec's notification. qtec shall separately draw the customer's attention to these legal consequences in its notification pursuant to § 8.4.1 above.
8.5 The subject matter of the contract shall be accepted if the approval tests have been successfully performed or are deemed to have been successfully performed in accordance with § 8.4 or if the customer puts the subject matter of the contract into use as intended.
§ 9 Ownership - Retention of title
9.1 Ownership, user rights and other rights to contractual subject matter created by qtec shall remain with qtec until all invoices relating thereto have been settled in full by the customer.
9.2 In the event that the customer acts in breach of contract, in particular in the event of defaulting payment, qtec shall be entitled to repossess the subject matter of the contract after setting a reasonable deadline. The repossession of the subject matter of the contract by qtec shall constitute a withdrawal from the contract. qtec shall be entitled to utilize the subject matter of the contract after it has been repossessed. The proceeds of such utilization shall be offset against the Customer's liabilities - less reasonable utilization costs.
§ 10 Warranty, statute of limitations
10.1 qtec's warranty obligation shall be based on the statutory provisions subject to the following provisions.
10.2 The customer shall notify qtec of any defects in text form.
10.3 If the order content is to be qualified as a work contract within the scope of § 631 BGB (German Civil Code), qtec's warranty obligation shall initially be limited to supplementary fulfilment within a reasonable period. If the supplementary fulfilment fails, i.e. if it becomes impossible or unreasonable for the Customer; or if it is unjustifiably refused or unduly delayed by qtec, the Customer shall be entitled, at his discretion, to demand a reduction of the remuneration or the cancellation of the contract. In the case of only minor defects, however, the customer shall not be entitled to withdraw from the contract. The Purchaser’s Right to take action himself, according to §§ 634 No. 2, 637 BGB (German Civil Code), is excluded.
10.4 Liability for damages shall be limited pursuant to § 11. The same shall apply to claims for reimbursement of expenses.
10.5 qtec shall not be liable for defects,
a) which are based on information, documents, templates and/or processes provided by the Customer or prescribed or specified in more detail by the Customer, insofar as qtec has notified the Customer in advance of their unsuitability, incompleteness and/or lack of updated documentation and the associated exclusion of warranty,
b) which are based on modifications without the written consent of qtec.
10.6 Warranty claims of the customer shall become statute-barred one year after approval of the subject matter of the contract by the Customer in the case of a work contract or one year after completion in the case of a services contract. Where damage claims arise from § 11.1 Sentence 1 and § 11.2, as well as from § 634a paragraph 1 no. 2 BGB (German Civil Code), the statutory limitation period shall apply.
§ 11 Liability in case of compensatory damages
11.1 qtec shall only be liable for damages, irrespective of the legal grounds, in the event of intent or gross negligence on the part of its statutory organs or auxiliary agents. The above exclusion of liability for simple negligence shall not apply in the case of violation of essential contractual obligations. In the event of a breach of essential contractual obligations, liability shall be limited to typical, foreseeable damages.
11.2 Liability for damages due to a guarantee given by qtec as well as due to liabilities under the product law or other mandatory standards shall remain unaffected by the above provisions. The same shall apply in the event of damage resulting from injury to life, body or health.
11.3 Liability on the part of qtec shall be excluded,
a) for damage caused if the subject matter of the contract is not used in compliance with qtec's specifications;
b) for damage caused by parts of the subject matter of the contract to which third parties have made modifications of any kind and if these damages are not verifiably attributable to a violation of duty on the part of qtec.
§ 12 Secrecy, Copyright, Data Protection
12.1 qtec shall be entitled to make file copies of written documentation made available to qtec for inspection and importance for the execution of the order.
12.2 Insofar as expert opinions, test results, calculations and other documentation or work results - including those in electronic form and including drafts - are created in the course of the execution of the order, which are subject to copyright protection (hereinafter: "the works"), qtec shall grant the customer a simple, right of use thereto. This user right cannot be sublicensed and is subject to the provision in § 9.1 - insofar as this is required in accordance with the purpose of the contract. No additional rights shall be granted or conferred. The customer may only use the works in their entirety and otherwise in an unmodified form and only for the purpose of the contract.
12.3 qtec shall treat as strictly confidential any trade and business secrets of the customer that come to qtec's knowledge during the fulfillment of the order.
12.4 qtec shall use personal data of the Customer for the correct fulfillment of the order as well as only for permitted purposes otherwise. For this purpose, qtec shall also use automatic data processing systems. When processing data, qtec shall comply with all applicable data protection requirements.
§ 13 Place of jurisdiction, applicable law, salvatory clause
13.1 For all present and future claims arising from the business relationship, the exclusive place of jurisdiction shall be qtec's registered office in 23568 Lübeck. This place of jurisdiction shall also apply to any disputes relating to the formation and validity of the contractual relationship.
13.2 The contractual relationship shall be governed by the law of the Federal Republic of Germany.
13.3 If parts of the above terms and conditions are invalid or suspended, their effectiveness shall remain unaffected otherwise. The contracting parties shall be obliged to replace ineffective regulations with provisions that are legally effective and correspond to the ineffective regulations as far as possible in terms of meaning and purpose as well as economic outcome.