Terms and Conditions
(Date: 05.08.2025 - current state of law)
1. Scope of application
1.1. The General Terms and Conditions apply to the business relationship between IQ Technologies for Earth and Space GmbH (hereinafter referred to as ”IQ”) and the trader, a legal person under public law or a special fund under public law (hereinafter referred to as the ”client”).
1.2. Our General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary General Terms and Conditions of the client shall only become part of the contract if and to the extent that we have expressly consented to their validity. This requirement of consent also applies if the client refers to its General Terms and Conditions within the scope of the ordering process and we have not expressly objected to its General Terms and Conditions.
1.3. These General Terms and Conditions apply to the provision of goods and/or services specified in the contract that are purchased by the client from IQ.
1.4. The General Terms and Conditions are deemed to be agreed upon conclusion of the contract between IQ and the client.
1.5. Individual agreements made with the client (including ancillary agreements, additions, amendments) in individual cases and information in IQ order confirmation take precedence over these General Terms and Conditions. The content of such agreements is governed by a written contract or our written confirmation.
1.6. Any references to the applicability of statutory provisions are for the purpose of clarification only. The statutory provisions apply – even if no corresponding clarification has been made – to the extent that they are not modified or superseded by these General
Terms and Conditions.
2. Contract conclusion
2.1. Every offer from IQ is subject to change and non-binding unless expressly agreed otherwise. This also applies if we have provided the client with catalogs, technical documentation, and other product descriptions or documents (including in electronic form). IQ reserves ownership and copyright to all documents provided to the client in connection with the placing of the order. These documents may not be made accessible to third parties unless we grant the client our express written consent.
2.2. A binding contract between IQ and the client shall only be deemed concluded once the client has issued the order confirmation and this order confirmation has been fully accepted in writing by IQ.
2.3. The Client is obligated to provide the specifications and technical requirements agreed upon in the contract within the period agreed upon in the contract.
2.4.Any modification, addition, reworking, or termination of an already accepted purchase order is subject to the approval of an authorized representative of IQ.
2.5. Unless otherwise stated, all fees are calculated in EURO.
3. Terms of payment
3.1. The prices of IQ offers are exclusive of statutory Value Added Tax (VAT).
3.2. An advance payment of 50% of the order amount upon signing the contract, compliance with the payment period of fourteen (14) calendar days, and the amount stated in the invoice are binding, unless otherwise agreed. If the due date for the advance payment is exceeded by more than fourteen (14) calendar days, IQ reserves the right to only carry out delivery after full payment of the remaining amount.
3.3. The remaining 50% of the order amount is due after performance of the service, subject to compliance with the payment period of fourteen (14) calendar days, unless otherwise agreed.
3.4. In the event of late payment, IQ reserves the right to charge default interest of up to 9 percentage points above the base interest rate.
4. Terms of delivery
4.1. Deliveries are made based on the provisions of the International Chamber of Commerce ("ICC") Incoterms 2020, EXW, or the rules replacing Incoterms 2020. Additional terms and conditions for the online shop are set out in section 5.
4.2. The client is obligated to provide details of its delivery address and the details of its forwarding agent/transport company within fourteen (14) days of signing the contract or placing the order.
4.3.The goods will be delivered within a period agreed in writing between the parties after IQ has received the advance payment (Section 3, Terms of Payment), unless otherwise agreed between the parties.
4.4. If IQ is prevented from meeting an agreed delivery or service deadline due to unforeseeable circumstances beyond the control of IQ or its vicarious agents, these deadlines will be extended appropriately, but at least by the duration of such hindering
circumstances.
5. Online-Shop
5.1. IQ operates its online shop exclusively for business transactions with traders, legal entities under public law, or special funds under public law. Since this does not involve a business relationship with private customers (consumers), the consumer right of return does not apply to distance selling contracts.
5.2. For all deliveries by IQ based on orders placed via online shop operated by IQ, point 4 of these General Terms and Conditions applies accordingly.
5.3. The presentation of products in the online shop does not constitute a legally binding offer, but merely an invitation to make an offer.
5.4. By clicking the [Buy/order for a fee] button, the customer places a binding order for the goods listed on the order page. The purchase contract is concluded when IQ confirms this order by sending an order confirmation via email.
5.5. After full payment of the invoice, the delivery times specified by IQ apply.
5.6. For orders placed in the online shop, deliveries are based on the provisions of the International Chamber of Commerce ("ICC"), Incoterms 2020, DAP.
5.7. The prices listed in the online shop include packaging. Shipping and insurance are
calculated and displayed during checkout depending on the delivery area.
6. Reservation of ownership
6.1. We reserve ownership to the delivered goods until full payment of all our current and future claims arising from the contract and from an ongoing business relationship (secured claims).
6.2. Until full payment of the secured claims has been made, the goods subject to retention of title may not be pledged to third parties or assigned as security. The client must notify us immediately in writing in the event of an application for the opening of insolvency proceedings or in the event of third-party access (e.g., seizure) to the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit, the client is liable for the loss incurred by us.
6.3. In the event of breach of contract by the client, in particular non-payment of the purchase price when due, we are entitled to the rescission of a contract in accordance with the statutory provisions and/or to demand the return of the goods based on the reservation of ownership. The claim of restitution does not simultaneously contain a declaration to the rescission of a contract; We are entitled to simply demand the return of the goods and reserve the right to rescission of the contract. In case the client fails to pay the purchase price due, we must have unsuccessfully set the client a reasonable deadline for payment before asserting rights mentioned above. This only applies if such a deadline is
not dispensable under statutory provisions.
7. Liability for defects and remedy of defects
7.1. The warranty obligation is one year and begins after the service has been provided/handed over in accordance with the contract.
7.2.The client's fulfillment of its obligations under the contract is a prerequisite for the right to receive the service and the warranty.
7.3. The client is obligated to report obvious defects in writing within 14 calendar days of receipt of the goods or service. Failure to do so will void the warranty claim.
7.4. IQ will examine the warranty claim within 14 calendar days of receipt of the defective item at IQ. If the warranty claim is justified, IQ reserves the right to repair the defect within a reasonable time for subsequent performance.
7.5. A claim for damages due to delay cannot be asserted within the time limits mentioned in
point 7.4.
8. Exclusion of liability
8.1. IQ is liable in accordance with the statutory provisions for damages to the client caused by intentional or grossly negligent conduct by IQ or its vicarious agents in the process of fulfilling the contract. Cases of simple negligence are excluded, to the extent compatible
with the statutory provisions.
9. Confidentiality
9.1. IQ undertakes to treat all confidential trade and business secrets of the contractual partner with the utmost care. IQ will not disclose this information, either directly or indirectly, to third parties, nor will it use it for purposes other than those contractually agreed upon. IQ guarantees that its employees will be bound by confidentiality obligations to maintain confidentiality. This obligation of confidentiality shall remain in effect even after the termination of this contract.
9.2. In the event of an existing non-disclosure agreement (NDA), this remains in full force and effect.
9.3. At the same time, the same confidentiality obligations also apply to the contractual partner.9.4. After completion of the order, IQ is entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise agreed in the contract.
9.5.Plans, reports, studies, technical documents, etc. from IQ are protected by copyright. Any
publication, in whole or in part, is only permitted with the consent of IQ.
10. Termination and withdrawal from the contract
10.1. In the event of a breach of a contractual obligation by the client, IQ reserves the right to withdraw from the contract. This applies if the client defaults on a partial service or an agreed-upon cooperation activity, which makes it impossible or significantly hinders the execution of the order by IQ. In this case, IQ retains the right to claim the entire agreed purchase price.
10.2. Withdrawal from the contract is only permitted for good cause. In the event of a delay in performance by IQ, the client may withdraw from the contract only after setting a reasonable grace period; the grace period must be communicated to IQ in writing.
10.3. If the client declares withdrawal from the contract, at least 50% of the purchase price will be due as compensation for the expenses incurred. If the costs incurred up to that
point exceed this 50%, these costs will be invoiced instead, with proof of payment.
11. Final provisions
11.1. These General Terms and Conditions and the entire contractual relationship between IQ and the client are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
11.2. The place of performance for all obligations arising from the contractual relationship is – unless otherwise agreed – Berlin, Germany.