Terms & Conditions

1. General Provisions
1.1 These General Terms and Conditions (GTC) shall apply to all contracts, deliveries, and other services provided by FLIPoQ GmbH unless expressly agreed otherwise in writing. Any terms and conditions of the Client that are not expressly acknowledged in writing by FLIPoQ GmbH shall be non-binding, even if FLIPoQ GmbH does not explicitly object to them.
1.2 The invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions. Verbal or telephonic agreements shall require written confirmation by FLIPoQ GmbH to be valid.
1.3 These GTC shall apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special public law funds.
 

2. Offers and Cost Estimates
2.1 All offers by FLIPoQ GmbH are non-binding and subject to change without notice.
2.2 Cost estimates are non-binding unless otherwise agreed.
 

3. Placement of Order and Client's Obligations
3.1 A contract shall only be concluded upon written confirmation by FLIPoQ GmbH. The Client's silence in response to an order confirmation shall be deemed as consent.
3.2 The Client is obliged to provide all information and materials necessary for the performance of the order. This includes, where required, drawings, samples, and other technical specifications.
3.3 Unless otherwise agreed, the Client shall bear the costs for the provision and shipment of materials required for the performance of the order.
 

4. Scope and Time of Order
4.1 The scope of the order shall be determined by the written order confirmation of FLIPoQ GmbH.
4.2 Delivery and performance deadlines are non-binding unless expressly agreed as binding.
4.3 Events of force majeure shall entitle FLIPoQ GmbH to extend the delivery period by the duration of the impediment or to withdraw from the contract.
 

5. Shipment and Transfer of Risk
5.1 Shipment shall be carried out at the risk and expense of the Client.
5.2 Risk shall pass to the Client upon handover of the goods to the shipping service provider.

6. Copyrights and Intellectual Property
6.1 FLIPoQ GmbH reserves the right to publish research results or developments unless otherwise agreed. Publications by the Client that relate to work performed by FLIPoQ GmbH shall require written consent.
6.2 All prototypes, designs, inventions, and developments independently created by FLIPoQ shall be protected by copyright. Rights of use shall only be granted by written agreement.
 

7. Prices and Payment Terms
7.1 All prices are quoted in Euro exclusive of the statutory value-added tax.
7.2 Travel, packaging, shipping, and other ancillary costs shall be invoiced to the Client separately.
7.3 Unless other payment terms have been agreed, payments are due without deduction immediately upon receipt of the invoice.
7.4 In the event of default in payment, FLIPoQ GmbH reserves the right to charge default interest at a rate of 9 percentage points above the base interest rate.
 

8. Warranty and Liability
8.1 FLIPoQ GmbH warrants the proper performance of its services in accordance with the contract. In the event of defects, the Client shall grant FLIPoQ GmbH an appropriate period for subsequent performance.
8.2 Any further claims by the Client, in particular claims for damages, shall be excluded – unless such claims arise from willful misconduct or gross negligence.
 

9. Withdrawal and Termination
9.1 The Client may withdraw from the contract if FLIPoQ GmbH fails to perform the contract despite a deadline being set.
9.2 Terminations shall require written form.
 

10. Place of Jurisdiction and Applicable Law
10.1 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be Würzburg.
10.2 The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).