Terms and Conditions
General Standard Terms and Conditions for QIBACONNECT – LDA, hereafter referred to as QIBA.
1 – Scope and general overview: The General Standard Terms and Conditions (hereafter referred to as the General Terms) govern the contractual relationship between QIBA and its contractual partner. Alternative terms and conditions from the contractual partner are only valid if they are accepted in writing by QIBA. Any amendments or additions to these General Terms will only be valid if agreed upon in writing.If a provision in these General Terms, or in a contract based on them, is or becomes invalid or a loophole appears, the legal validity of the other provisions remains unaffected by this. A valid provision to replace the invalid provisions, which comes closest to the economic aims intended by the parties, is considered to be agreed from the start. The same applies in the event of a loophole.
2 – QIBA’s offers, conclusion of contract and subject matter of contract: Price lists and brochures contain non-binding information and recommended prices. Information supplied via telephone is not binding, unless it is clearly described as a quotation. Quotations are valid for 30 days, unless otherwise agreed in writing. A quotation is accepted when the contractual partner confirms it in writing, by telephone, fax, email or in a face-to-face conversation. QIBA confirms acceptance of the quotation in writing, by fax or email. The subject matter of the contract is based on the content of this confirmation. QIBA’s services are definitively listed in the order confirmation. QIBA is entitled to make amendments to its services which result in improvements, provided that this does not lead to any price increase.All the material and samples supplied with the offer remain the property of QIBA. No third party may view the offer material without QIBA’s prior approval. Information which is described by QIBA as guidelines is non-binding and should be used only to assess dimensions.If the contractual partner wishes to make an amendment to the order confirmation, QIBA will inform them, on request, within 30 days as to whether the amendment is possible and what effect it has on the provision of services, the deadlines and prices. QIBA is bound by an offer for amending the service for 30 days. The amendment does not apply to products which have already been delivered.
3 – Performance by QIBA: QIBA offers its contractual partner the latest technologies in the form of standard or individually developed and produced products (hardware and software). It also offers consulting services in the form of planning, support, training, etc.Unless otherwise agreed, project consulting and planning, installation, adjustment and configuration work, training, support, etc. are to be paid for separately on a time and materials basis. Unless QIBA explicitly promises a specific result, services constitute actions subject to the law of agency. Expenses, for instance travel costs, are to be paid additionally. QIBA is entitled to bring in third parties in order to perform the agreed services.
4 – The contractual partner’s cooperation obligations: The contractual partner is responsible for the system requirements specified by QIBA. If QIBA provides services, the contractual partner shall cooperate if necessary and ensure that the staff required for this purpose are appointed and made available. The contractual partner is responsible for backing up its own data. If the contractual partner breaches its cooperation obligations, QIBA is entitled to reimbursement of its additional expenditure. If the contractual partner defaults on acceptance, QIBA can withdraw from the contract and claim compensation. If an application is submitted to initiate insolvency proceedings or similar proceedings relating to the contractual partner’s assets, QIBA shall have the right to resolve the contract and request that the products delivered to them be returned to QIBA immediately.
5 – Delivery and handover deadlines: Unless explicitly agreed otherwise in writing, the deadlines specified by QIBA are to be understood as guidelines. Promised deadlines are rescheduled accordingly if obstacles arise which are outside QIBA’s control, such as natural disasters, mobilisation, war, unrest, epidemics, accidents and illness, considerable operational disruption, labour conflicts, late or faulty supplies, as well as regulatory actions. Deadlines are also rescheduled if regulatory formalities such as import and export licences and services which the contractual partner is meant to provide prior to delivery (e.g. payments and provision of securities) are delayed or in case of request alteration by the contractual partner or of changes in technical specifications. QIBA’s compliance with a deadline assumes in every case the contractual partner’s fulfilment of their contractual obligations. In the event of late delivery or performance by QIBA, for which QIBA is at fault, the contractual partner is obliged to grant QIBA a reasonable extension period of at least four weeks in writing. If this extension period is exceeded for reasons which QIBA is responsible for, the contractual partner is entitled to waive the subsequent service. QIBA must be notified of this immediately. Partial deliveries are possible and must be accepted by the contractual partner, if this is financially reasonable. Any other rights of the contractual partner arising from delays are explicitly excluded. In particular, the contractual partner is not entitled to claim for damage caused by delayed performance.
6 – Location of activity, benefit and risks: If no particular place of performance is agreed by the parties or arises from the nature of the activity, delivery of the products is at QIBA’s registered office. Any benefits or risks are transferred from QIBA to the contractual partner upon the goods’ dispatch.
7 – Inspection and acceptance of delivery: If no specific acceptance procedure is agreed, directly upon arrival or completion of products, the contractual partner must inspect them thoroughly with regard to all applications and immediately indicate any defects in writing, with a detailed description. If the contractual partner fails to do this, the products are considered to be free of any defects in terms of all their functions, the delivery is deemed to be accepted and the contract is considered fulfilled. Regarding software development by QIBA, a product is also deemed to be accepted if, among other things, after completion of the work and despite a corresponding request from QIBA, the contractual partner declines to conduct an acceptance test or to confirm acceptance, or if the software is used productively.
8 – Warranty: The warranty period for defects due to material flaws, design errors or demonstrably careless work within the framework of software development lasts for six months with regard to hardware and one year with regard to software. The warranty period begins when the delivery is dispatched by QIBA (for hardware or standard software) or upon acceptance of the software by the contractual partner (for individually developed software). If the contractual partner has purchased the product for the purpose of resale, carefully stored it and not used it, the warranty period is extended by the amount of time during which the product is stored at the contractual partner’s site (which period of time needs to be evidenced and proved by the contractual partner), but by no longer than one year. The contractual partner undertakes to notify QIBA in writing (along with a detailed description) immediately, and no later than within 20 days, of any hidden defects identified during the warranty period. The warranty is excluded in the case of defects which would have been identifiable during a proper inspection of the products, as specified in point 7 of these General Terms. The warranty is also excluded for defects which QIBA is not responsible for, e.g. natural wear and tear, force majeure, treatment and usage by the contractual partner or third parties which is inappropriate and contrary to regulations and purpose, interventions by the contractual partner or third parties, excessive loads, unsuitable equipment, faulty maintenance or extreme environmental influences, as well as in the case of modifications made by the contractual partner to the products before reselling them to third parties. QIBA does not guarantee that the products which it delivers, processes or develops can be used uninterruptedly nor are absolutely flawlessly. QIBA undertakes to repair or replace, at its own discretion and as quickly as possible, products which are demonstrably defective during the warranty period due to the use of bad-quality materials, faulty design or poor workmanship, or which do not have the contractually guaranteed features or functions with no charge to the the contractual partner , except for the travel and stay charges of the staff sent by QIBA to meet the service call, as well as the charges arising from the transportation of the part or the equipment itself. The warranty offered by QIBA, unless otherwise agreed on, will be provided on its premises (factory warranty), not including transportation costs, travel expenses, lodging and food of technical personnel. The repair, modification or replacement of parts or components during the warranty period does not imply, under any circumstances, the extension of the original warranty period and the maturities of the services or installments due. The contractual partner must provide QIBA with all the relevant information for this. Replaced parts are the property of QIBA. If QIBA is not responsible for a particular defect, the product will be repaired by QIBA against payment. In the event of demonstrably defective performance on the part of QIBA within the framework of an individual software development, the right of rectification is explicitly reserved. In each case, QIBA is liable only for direct damages which have occurred at the contractual partner’s site. Any liability for indirect and consequential damages, such as lost profits, third-party claims or other damages are explicitly excluded. The contractual partner does not have any further rights arising out of product defects other than those explicitly mentioned above.
9 – Exclusion of any additional liability for QIBA: Every incident involving breaches of contract and their legal consequences, as well as any claims from the contractual partner, are regulated definitively in these General Terms. In particular, any claims for compensation not specifically mentioned and any reduction or cancellation of the contract are excluded.Claims cannot be made in any circumstances by the contractual partner for compensation for damage which has not been caused to the actual product. QIBA does not assume any liability for lost or deleted data in the event of repairs or other types of work, or in the case of malfunctions. All disclaimers of liability do not apply to illegal intent on the part of QIBA (including its auxiliary staff), however, they do apply to gross negligence as far as legally permitted. In such cases, the liability of QIBA is limited to the price of the respective agreed performance.
10 – Prices and terms of payment: Prices are specified in the quotation or order confirmation and are exclusive of VAT. The contractual partner bears the packaging and transport costs, including the costs for insurance, export licenses, transit licenses, import licenses, customs, duties, etc., as well as the costs for the goods’ inspection. If such costs are paid by QIBA, they must be immediately reimbursed to QIBA by the contractual partner without undue delay. The contractual partner is obliged to make payment within 30 days of receipt of the delivery. If the contractual partner is paying by credit card or is being offered credit, the whole amount must be debited 10 days after the delivery’s dispatch. Service costs are payable within 10 days of the invoice date. The terms of payment must even be met if transport, delivery or acceptance of the delivery is delayed or made impossible for reasons which QIBA is not responsible for, or if minor parts are missing. If the terms of payment are not met, QIBA is entitled to abide by the contract or withdraw from the contract and, in both cases, claim compensation. Furthermore, QIBA can request securities for all outstanding debts and/or make outstanding deliveries only against payment in advance.If the contractual partner fails to meet the terms of payment, it must pay from the time payment is due, without receiving any reminder, late payment interest, which is 5% above the current rate of the EURIBOR (6 months). QIBA´s right to claim compensation for further damage is expressly reserved. The contractual partner is not entitled to offset any disputed counterclaims against QIBA´s claims .
11 – Retention of ownership: Ownership of deliveries is transferred to the contractual partner only upon payment of the full price. Upon concluding the contract, the contractual partner authorizes QIBA to automatically enter the retention of ownership in public registers, at its own expense.
12 – Copyright: The copyright of software developed by QIBA remains with the manufacturer. This also applies if the contractual partner has contributed to the development of the product.
13 – Safety precautions and technical regulations at the place of destination, export provisions. The contractual partner must make QIBA aware of specific technical requirements, regulations and norms at the place of destination, no later than when the quotation is accepted, insofar as these are of significance to the import, operation and use of deliveries and services (e.g. sickness and accident prevention). The parties must also inform each other in good time of obstacles which may affect the fulfillment of the contract or result in unsuitable solutions. If the contractual partner resells the products, the contractual partner is responsible for compliance with any further import and export regulations as well as any other applicable regulations. Unless otherwise agreed, the deliveries and services comply with the contractual partner’s regulations and norms which the latter has notified QIBA of, in accordance with the previous paragraph. Additional or other safety precautions are provided insofar as this is explicitly agreed.
14 – Take-back: QIBA undertakes, in accordance with the Portuguese ordinance on returning, taking back and disposing of electrical and electronic equipment, to take back electrical appliances and dispose of them in an environmentally friendly way. The contractual partner bears the costs of transport and disposal.
15 – Data Protection: In accordance with the provisions of the applicable legislation and Regulations and the statements and opinions issued by the National Data Protection Commission, the personal data collected are processed for the purpose of complying with the obligations inherent in the contract of purchase and sale, namely billing, tax and accounting obligations. The responsibility for the processing of contractual partner’s and QIBA personal data, will be legally based on the existence of a contractual obligation and/or compliance of legal obligations.
16 – In order to fulfill the purposes mentioned, QIBA may hire third parties, who will process the data on its own. Personal data collected in connection with the conclusion of this contract may also be used for the sending of commercial information about QIBA’s products or services, unless (i) the data subject objects to such submission or (ii) in any type of dispute, complain or audit to which QIBA is a part of, carried out by any state or regulatory entity. QIBA undertakes to comply with the obligation of confidentiality with respect to personal data, as well as to take the necessary measures to prevent its alteration, loss, treatment or unauthorized access, taking into account the state of the technology at any time. The contractual partner may exercise its right of access, rectification and cancellation, request limitation of processing, portability of data, or forgetfulness of data, at any time, in writing, addressing: QIBACONNECT – LDA , Att.: TTPO/DSO, EN 16 – Km 3.7 – Aveiro, 3800-533 Cacia, Portugal; or by email: [email protected] If the contractual partner is not satisfied with the exercise of its rights, it may file a complaint at www.cnpd.pt.
17 – Final provisions: This contractual relationship is governed by Portuguese substantive law excluding the regulations on conflict of laws and Contracts for the International Sale of Goods. The parties will endeavor to settle amicably any disputes which arise from the execution of this contract. Aveiro is the exclusive court of jurisdiction. However, QIBA is also entitled to apply to the competent court at the contractual partner’s registered office.