of Q2PowerAG, Industriering 31, 9491 Ruggell, Liechtenstein, hereinafter abbreviated to “Q2Power”

1. Scope

1.1 These Terms and Conditions of Sale and Supply („Terms and Conditions“) shall govern all present and future supplies of, services rendered by and quotations made by Q2Power AG (hereinafter Q2Power) as a supplier of world adapters and other products, services and supplies customers. Only individuals and/or legal entities acting as resellers of Q2Power Products in their own name and on their own account shall be deemed customers of Q2Power AG (hereinafter „Customers“). Q2Power AG and Customers may hereinafter be referred to individually as a „Party“ or collectively as „Parties“, as the context requires.

1.2 In the event that a distribution agreement or other form of agreement (other than purchase orders based on these Terms and Conditions) is in force and effect between the Parties, these shall prevail and these Terms and Conditions shall apply subsidiarily.

1.3 Q2Power does not sell any of its Products directly to end users; accordingly, these Terms and Conditions do not apply to end users.

1.4 Placing an order with Q2Power implies that Customer acknowledges and accepts these Terms and Conditions. Same applies when a Customer accepts supplies, services and/or quotations from Q2Power. Deviations from these Terms and Conditions shall require an express agreement in writing duly signed by the Parties.

1.5 Customer’s general terms and conditions of purchase, supply or of any other purpose are hereby expressly disagreed to and waived and shall not be deemed to apply to any contract entered by and between the Parties. Any performance by Q2Power under such Customer’s general terms and conditions shall not be construed as acceptance of such Customer’s general terms and conditions to the extent these deviate from Q2Power Terms and Conditions.

2. Quotations

2.1 Public offers made by Q2Power as well as prices stated in catalogues, brochures, the Internet and any other like publication shall be deemed legally non-binding. Q2Power may withdraw for any or no reason from its public offers up to the time of conclusion of the contract according to clause 3.2 and/or may sell to third parties instead (prior sale). Specifications made in Q2Power order confirmations shall always prevail over specifications made in catalogues, brochures, the Internet or other publications.

2.2 Q2Power quotations made to Customers upon a request for quotation shall be legally binding for the duration indicated in the quotation. Prices and conditions shall be binding for a period of four weeks as of the date of the quotation.

2.3 Q2Power shall be entitled to correct after the fact any obvious errors, particularly, but not limited to, in quotations or order confirmations.

3. Purchase Orders and Coming into Effect of Contracts

3.1 Q2Power shall accept purchase orders only in written or electronic form. Purchase orders placed electronically shall be binding on Customer to same extent as if placed in writing.

3.2 The contract shall be deemed effective between the Parties upon Q2Power written or electronic order confirmation or upon its dispatch of the Products after receipt of the purchase order without order confirmation. If the contract is concluded in writing, it shall be become effective as of the date of the last signature.

3.3 When a contract is entered with Customer, subsequent amendments and additions to the contract shall only be effective if set out in writing and signed by both parties.

4. Intended Use, Manufacturer’s Information

4.1 Q2Power is in no case obliged to enquire the intended use by Customer of the Product.

4.2 If the written Manufacturer’s Information, including, but not limited to, information about the purpose and use of Q2Power Products differs from information provided to Customer by Q2Power employees, only the Manufacturer’s Information shall be binding. Should the Manufacturer’s Information be incomplete, it is the sole duty of Customer to clarify the correct use and application of the Product with Q2Power. Q2Power hereby declines any liability for inadequate advice and/or information provided to Customer.

5. Prices

5.1 Unless expressly agreed otherwise in the order confirmation, all price quotations shall be deemed net of value added tax and any deduction. Prices shall apply according to the INCOTERMS set out in Clause 9.1 unless agreed otherwise in the order confirmation. Any cost of carriage and delivery, taxes, levies, customs duties and other dues and fees as well as any loss or damage of the Products are to be borne by the Party determined by the applicable INCOTERMS. If deliveries are made with EU pallets, Customer shall return the same number of undamaged EU pallets and shall be charged for missing and/or damaged pallets.

5.2 If Q2Power quoted an all-in price for multiple supplies of their Products, any purchase order in deviation of the quotation shall entitle Q2Power to adjust the price accordingly in which case quantity discounts and/or other rebates may be forfeited.

5.3 Prices quoted „carriage paid“ shall be subject to unimpeded and secure traffic on the access roads. Customer shall ensure sufficient access for the delivery vehicles which shall be unloaded without delay. Costs of dead freight or losses due to, but not limited to, delayed unloading, shall be for Customer’s account.

6. Project business

6.1 Project business shall mean transactions aimed at developing a new market, defending an existing market against competitors, or selling large quantities of products. Q2Power shall grant special terms for Project Business.

6.2 The client hereby undertakes to comply with the conditions agreed with Q2Power for the relevant Project Business an especially to retain all documentary evidence from end-customers, such as delivery notes and invoices, for 12 month after the respective Project Business and to produce them within ten days of being requested by Q2Power to do so. In an individual case, if the group of end-customers to which the client may deliver in the context of the Project Business has been restricted, sales shall only be made to end-customers declared eligible in that context.

6.3 The client is bound to comply with Q2Power respective guidelines, instructions and conditions, with particular offers, prices and in cases of subsidised transactions with end-customers and in Project Business in general.

6.4 If the documentary evidence required by Q2Power in relation to end-customers is not supplied, or the client otherwise breaches agreed conditions of the Project Business, Q2Power shall be entitled further to charge the client the difference between the agreed special price and the regular purchase price. The client is bound to pay such different.

6.5 Q2Power is not bound to highlight special offers or project prices on the transaction documents or draw its client’s attention so such special prices.

6.6 If agreements relating to Project Business are submitted latter, any difference shall only be credited after approval by Q2Power.

6.7 If there are signs of abuse, Q2Power may, with immediate effect and without entitlement to compensation, exclude the Client from existing and future projects.

7. Supply, Carriage and Default of Acceptance

7.1 Products ready for dispatch shall be promptly called off by Customer. Partial call-offs shall not be allowed. Unless otherwise agreed, Products shall be supplied with customary packing.

7.2 Q2Power is entitled to combine the delivery of several purchase orders under the same customer number or delivery address and to deliver them as a collective shipment. Should Customer require individual deliveries, the extra cost related thereto shall be charged to Customer.

7.3 Should Customer purchase order amount to less than a minimum order value stated in the quotation or order confirmation, Customer shall be charged a minimum quantity surcharge.

7.4 Customer shall promptly inspect every delivery upon arrival for the correct identity and quantity of the ordered Products and possible transport damage suffered in transit to the extent Q2Power is responsible for such transport. Any deviation in identity and quantity of our Products shall be promptly reported to Q2Power. Any transport damage shall be promptly confirmed by the carrier upon delivery.

7.5 In case of Customers default of acceptance, Q2Power shall be entitled to invoice and warehouse the Products at Customers risk and expense. In case of Customers default of acceptance, Q2Power shall be liable for loss or damage of the warehoused Products only in the event of gross negligence.

8. Time of Delivery

8.1 Q2Power indication of delivery times or delivery dates shall be deemed indicative and legally non-binding. Delivery dates set out in Q2Power order confirmations shall be indicative as well. Fixed delivery dates expressly set out in an order confirmation may relate to individual items or the entire purchase order.

8.2 Clause 8.1 notwithstanding, delivery times shall be counted from the date of the order confirmation (in case of weekends or holidays the next working day). For delivery times quoted in working days shall be counted. If Customer is requested to meet conditions or perform some duties prior to the order confirmation becoming effective such as, but not limited to, set up or issue documents, obtain approvals or execute down payments, the delivery time shall commence on the date when all conditions are met and all duties are performed.

8.3 Any meeting of an agreed delivery time shall be subject to unforeseeable circumstances beyond Q2Power reasonable control, such as, but not limited to, force majeure, acts of war, interventions or limitations of authorities, delays in transport and/or customs clearance, damage in transit, energy and raw materials shortages, labour disputes and the like.

8.4 In cases mentioned in Clause 8.3, Q2Power shall be entitled to withdraw from the contract without costs or indemnity. Pending such withdrawal, Customer shall remain bound by the contract. Partial performance of Q2Power obligation shall be invoiced according to the contract. Down payments of Customer shall be refunded or compensated against outstanding claims of Q2Power. Other than the foregoing, Customer shall not be entitled to direct any further claims against Q2Power.

8.5 If a fixed delivery date is agreed by Q2Power in writing and a there is a negligent delay by Q2Power, Customers sole entitlement shall be to withdraw from the unfulfilled part of the contract provided a reasonable extension of the deadline was agreed in writing between the Parties but the extended deadline was not met by Q2Power. Customers right of withdrawal shall be forfeited if the Products are ready for dispatch at the time of expiry of the extended deadline. Q2Power part-shipments shall not be rejected.

9. Performance, Place of Performance, Passing of Risk and Rewards

9.1 The place of performance shall be determined by Q2Power. Unless otherwise set out in Q2Power quotation or order confirmation, deliveries and prices are deemed FCA warehouse indicated by Q2Power (e.g. warehouse in Meiningen, Austria) or FOB sea port Shenzhen, in each case according to the INCOTERMS. Risk and rewards shall pass from Q2Power to Customer in line with the agreed INCOTERMS. Same applies also in case of drop-shipments. Unless otherwise agreed in writing, deliveries are made uninsured by Q2Power. Q2Power endorses no liability for theft, loss or damage of any kind of Products in transit and, hence, is not responsible for their timely dispatch or damages caused otherwise, e.g., but not limited to, due to bad weather conditions and the like.

9.2 If the contract provides for delivery against call-offs, the Products shall be deemed called off and, hence, the risk deemed to have passed no later than three days after the call-off date notified by Customer.

9.3 Quality tests agreed separately shall not affect the provisions relating to the place of performance and passing of risk and rewards.

9.4 Returning and/or exchanging delivered Products to Q2Power are excluded and shall constitute a contract withdrawal by Customer according to Section 12. Should Q2Power agree to returning and/or exchanging Products in a specific case, it shall be entitled to charge a reasonable handling fee.

10. Payment Conditions

10.1 Unless otherwise agreed in Q2Power quotation or order confirmation, all Products ordered shall be paid by Customer in advance.

10.2 If a payment date is agreed, payment shall be made in time and the amount shall be credited to Q2Power bank account latest on the due date.

10.3 Non-payment on due date shall constitute a default without prior reminder or notification. Q2Power AG shall be entitled to charge late interest at the rate of 5% and EUR 20.– reminder expenses. If a payment reminder proves unsuccessful, Q2Power shall be entitled to commission a collection agent or law firm, whose fees and costs shall be borne by Customer.

10.4 Customer shall not be entitled to withhold payments on grounds of any warranty claims made. Any set-off with counterclaims shall be expressly excluded.

10.5 A payment shall be deemed effected on the value date of the booking on Q2Power bank account.

10.6 If Customer is in default with a payment or other performance, or reasonable doubts arise about Customer’s creditworthiness, Q2Power shall be entitled as follows:

  • postpone fulfilment of all its own obligations pending completion of the outstanding payment or other performance by Customer;
  • or accelerate the maturity of all its receivables
  • or withdraw from all pending contracts in accordance with clause 12.1.2 and to claim compensation and indemnification for non-performance
  • or choose more than one of the above options and require additional collateral from Customer. Customer shall, upon Q2Power first request, secure all of the outstanding by assignment and/or granting a lien on its assets in favour of Q2Power.

10.7 Full and timely payment of invoices are the prerequisites for benefitting of rebates and/or discounts granted by Q2Power.

10.8 If instalments are agreed and Customer is in default for one or all instalment by more than ten days, all outstanding instalments shall become due and payable immediately without extension of the due dates.

11. Product Warranty

11.1 Q2Power limits its product warranty to product defects due to failures in workmanship and material for a period of two years as of evidenced date of delivery of the Contract Product, provided, however, all instructions of use, operation and application of our Product has been observed and the Product was deployed according to its intended use and was properly warehoused according Q2Power instructions.

11.2 Q2Power further warrants that its Products meet the guaranteed properties and are suitable for their intended use.

11.3 Q2Power only warrants that its Products (i.e. adapters, chargers, cables and batteries etc.) are compliant with their specifications and, as applicable, the EU Regulation 765/2008 regarding the CE-mark, the RoHS-Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment, and the EU-REACH Regulation No. 1907/2006 on the Registration, Evaluation, Authorization and Restriction of Chemicals. Further, Q2Power AG’s adapters are fully compliant with the relevant standard 60884-2-5 of the International Electrotechnical Commission (IEC). No further warranties are made. Such IEC standard is relevant both as an international standard for adapters and as a guideline for nearly all corresponding national laws and regulations which, in certain instances however, may differ from such IEC-standard. As a consequence, specific approvals from the competent local authorities may need to be sought by the Customer for the local sale of certain adapters. Customer hereby acknowledges and accepts that Q2Power AG cannot be and is not conversant with all local laws and regulations that may apply to adapters. Customer undertakes to effectively cooperate with Q2Power AG in view of complying with such local laws and regulations and accepts that certain Products may not be sold in specific countries.

11.4 In case of a warranty claim, Customer’s sole entitlement shall be, at Q2Power sole discretion, repair or replacement of the defective product. In no case shall Customer be entitled to withdraw from the contract against repayment of the purchase price (rescission of sale) or to request and compensate any price reduction.

11.5 Any warranty shall lapse if the Products have been modified in any way and the defect is a consequence thereof.

11.6 The basis of the product warranty shall be the condition of our Products at the time of passage of risk pursuant to Section 8.

11.7 Returning defective Products to Q2Power shall only be permitted if prior written consent from Q2Power has been obtained. The defect shall, in any case, be substantiated in detail in order for Q2Power to identify the defect. In case of returns of our Products without Q2Power prior consent, all carriage and handling costs incurred by Q2Power in connection with sending back the Products with no identifiable defects shall be for Customers account.

11.8 If the warranty claim proves justified, Q2Power shall take the goods back for repair or replacement. Q2Power may at its discretion grant Customer a credit instead. Warranty and compensation claims in excess of the foregoing shall be excluded within the limits of mandatory law. Any liability for damages, including, but not limited to, direct, indirect, consequential, special and other loss or damage due to loss of sales, profits, savings or due to third party claims as well as for simple negligence shall be expressly waived and excluded. It is Customer’s duty to prove Q2Power gross negligence.

11.9 All warranty claims on the part of Customer against Q2Power which may arise from their business relation shall become time-barred two years from the date of delivery of the our Products to Customer.

12. Cancellation of Contract

12.1 The parties shall be entitled to cancel the contract if:

12.1.1 Circumstances within Customers control prevent Q2Power from sending the Products ready for dispatch to Customer.

12.1.2 One of the Parties has committed a breach of contract that is not remedied within a remedy period reasonably set by the other Party.

12.1.3 Customer is in breach of the payment terms or concerns have arisen about Customers creditworthiness and Customer fails, when so requested by Q2Power, either to make an advance payment or to provide such collateral as Q2Power shall deem adequate before delivery or performance under the contract.

12.1.4 Insolvency/bankruptcy proceedings are opened over a Party or are rejected due to lack of sufficient assets.

12.2 The contract may also be cancelled on the above grounds in respect of pending deliveries.

12.3 Subject to Clause 11.4, Customer’s liability claims against Q2Power resulting from their business relationship shall be time barred after two years as from the date the damage was known and shall in all cases be limited to the value of the delivery of the Products that caused the damage. In no event shall Q2Power be liable for indirect, consequential, special and other damage or damages due to loss of sales, profits, savings or due to third party claims as well as for simple negligence. It is Customer’s duty to prove Q2Power gross negligence.

12.4 Without prejudice to any compensation claims of Q2Power and in case of cancellation of the contract by Q2Power, the deliveries or partial deliveries already made shall be invoiced and paid by Customer in accordance with the contract. Same shall apply if Customer has not yet taken delivery of the Products or preparatory actions were executed by Q2Power in view of fulfilling the contract. In any case, Q2Power shall be entitled to request the return of Products already delivered.

13. Intellectual Property Rights (IPR)

13.1 Customer shall be entitled to use Q2Power brands, trademarks, trade names, patents or designs for its own purposes where such use is unavoidable in connection with the resale of our Products. Any misuse shall entitle Q2Power to claim damages from Customer. All advertising by Customer relating to our Products shall require the prior written consent of Q2Power. Customer shall not infringe any third-party patents or trademarks or know-how. If third parties direct claims in respect of such IPR infringement in or out of court against Q2Power for which Customer is responsible, Customer shall defend, indemnify and keep Q2Power harmless from and against such claims. If such claims are directed against Customer, Customer shall immediately notify Q2Power AG accordingly. If claims for third-party IPR infringement are directed against Q2Power for which Customer is not responsible, Customer shall, when so requested by Q2Power, return to Q2Power all products relating to such infringement and still held in storage on its premises against reimbursement of the purchase price and return dispatch costs, and to destroy or amend all advertising materials relating to the incriminated Products. In such a case and except for the aforementioned reimbursements, Customer shall have no further claims whatsoever against Q2Power.

14. Applicable Law and Jurisdiction

14.1 The ordinary courts at the place of business of Q2Power is Vaduz/Liechtenstein.

14.2 All contracts entered into by the Parties shall be governed by Liechtenstein law excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

14.3 If individual provisions of these General Terms and Conditions are invalid, in whole or in part, the other provisions shall remain effective.

June, 2015