GENERAL TERMS AND CONDITIONS OF BUSINESS

IQ - brand, design & production GmbH Austria, Schlitters
*In the terms and conditions the company name is abbreviated and mentioned as IQ brand

1. GENERAL

Unless expressly agreed otherwise in writing in individual cases, the following general terms and conditions of delivery and sale apply to all legal transactions on the basis of which we sell goods to customers.

2. DEFINITIONS

These Terms and Conditions of Delivery and Sale apply to both delivery contracts and purchase contracts. The terms "orderer, prices, etc." used in these General Terms and Conditions also include and mean "buyer, purchase price, etc."

3. CONCLUSION OF CONTRACT

Conflicting general terms and conditions of the customer are only valid if they have been expressly accepted in writing by IQ brand. Offers from IQ brand are non-binding and do not oblige IQ brand to accept them. All representatives of IQ brand are only authorized to bind IQ brand within the framework of these general terms and conditions. IQ brand is not bound by verbal agreements made with representatives; special agreements deviating from these general terms and conditions are only valid in writing and require express acceptance by IQ brand. The contract is concluded through written order confirmation by IQ brand or through actual delivery.

4. DELIVERY

Unless expressly agreed otherwise, delivery is ex works. Additional costs for special delivery requests are to be borne by the customer. IQ brand will endeavor to adhere to delivery deadlines; however, agreed delivery deadlines are not to be understood as "fixed dates"; rather, industry-standard tolerances apply. The delivery period only begins to run upon expiry of the day on which IQ brand confirms the order and receives any agreed down payment. If the customer changes their order before delivery, the delivery period is interrupted and begins again upon submission of the amended order or upon receipt of the signed order confirmation addendum. All cases of force majeure within the meaning of these terms and conditions release IQ brand from fulfilling the contract for the duration of the event and in accordance with the extent of the impediments. In such cases, IQ brand is also entitled, at its own discretion, to withdraw from the contract. If IQ brand withdraws from the contract for the aforementioned reason, IQ brand is only obligated to repay the advance payment without interest, but not to pay damages. "Force majeure" within the meaning of these terms and conditions includes all circumstances beyond the control of IQ brand, including, but not limited to, late delivery by sub-suppliers, acts of God in the narrower sense (e.g., war, fire, floods, earthquakes, etc.), unforeseeable operational disruptions, shortages of energy, materials, and raw materials, official interventions, delays in transport and customs clearance, and labor disputes. 

If any items are missing from your delivery, please notify us immediately. In order to verify the shortage, we require you to provide us with photos of the shipping carton and its contents. Please note that the investigation may take some time, as we will also be working with the shipping service provider to verify the weight of the package to fully clarify the issue.

Unfortunately, a refund is not possible during the processing time.

5. Transfer of risk, transport insurance, delay in acceptance

Even in the case of freight-free delivery and delivery free to the Austrian border, as well as in the case of delivery ex works – regardless of who bears the freight costs and who actually carries out the transport – the risk shall pass to the purchaser as soon as the goods are made available to the purchaser or the carrier at the factory in accordance with the contract. Transport insurance will only be taken out upon request and at the purchaser's expense. If the purchaser defaults on acceptance or if the goods cannot be delivered to the purchaser because the purchaser has not made the agreed payments, IQ brand shall be entitled to demand the customary local stand fee or storage fee as compensation from the beginning of the default on acceptance or IQ brand's readiness to perform, without prejudice to any further claims for damages and other legal consequences of the default on acceptance.

6. WARRANTY, COMPENSATION AND PRODUCT LIABILITY

a) The warranty period for IQ brand products and services is two years. Technical information in catalogs, brochures, price lists, and the like is non-binding and subject to change as needed. They are only binding for IQ brand if they are expressly stated in IQ brand's order confirmation. IQ brand products and services must be inspected by the purchaser immediately upon receipt, and any defects must be reported promptly in writing, by email, or by fax. Delay in inspection and complaint will result in the loss of all warranty and compensation claims. Further processing or modification of the delivered products is deemed to be acceptance of the correctness of the delivery. The existence of a defect does not entitle the purchaser to remedy the defect themselves or have it remedied by a third party; instead, IQ brand must be given a reasonable opportunity to remedy the defect beforehand.

The ordered and delivered goods must be inspected for completeness and damage within three days of delivery. Damage to the goods and any missing items must be reported to us within three days.

b) The customer may only assert claims for damages in cases of gross negligence or willful intent. The customer must prove the existence of gross negligence. This applies in particular to cases of delayed delivery and defective delivery. Claims for damages shall in any case only cover the costs of rectifying the damage, but not consequential damages or lost profits.

c) Product liability claims for property damage are excluded.

d) All documentation supplied with the glasses must be passed on to the customer and IQ brand assumes no liability for them after resale of the product.

7. RESERVATION OF TITLE

The delivered goods remain the property of IQ brand until full payment (invoice amount, interest, expenses, and costs). IQ brand's ownership of the goods does not expire through processing or processing; rather, it is expressly agreed that the item produced thereby is manufactured for IQ brand. The retention of title also remains in effect for all claims arising in connection with the delivered goods, namely claims from repairs, spare parts, and accessory deliveries. The purchaser is obligated to insure the delivered goods against fire, water, and theft as long as the retention of title exists. The purchaser's claims arising from these insurance contracts must be assigned to IQ brand, and IQ brand must be notified of the assignment in writing. As long as the retention of title exists, the sale, pledging, assignment as security, rental, or other transfer of the delivered goods is prohibited without the written consent of IQ brand. In the event of intervention by the purchaser's creditors, in particular in the event of seizure of the delivered goods, the purchaser must notify IQ brand immediately by registered letter and bear the costs of measures taken to remedy the interference, in particular intervention proceedings, if these cannot be collected from the counterparty. The purchaser is obligated to keep the delivered item in proper condition for the duration of the retention of title and to have any necessary repairs carried out immediately – except in emergencies – at IQ brand's factory. If the purchaser fails to meet his payment obligations and the obligations arising from IQ brand's retention of title, ceases payments, or if judicial composition proceedings or bankruptcy are initiated against his assets, the entire outstanding debt shall become due and payable, even if bills of exchange are due at a later date. If the entire outstanding debt is not paid immediately, the purchaser's right to use the delivered goods shall expire, and IQ brand shall be entitled to immediately demand their return, excluding any right of retention. All costs incurred by repossession of the delivered goods shall be borne by the purchaser. IQ brand is entitled, notwithstanding the purchaser's payment obligation, to make the best possible use of the IQ brand product and accessories through private sale. If the purchaser fails to meet its obligations and IQ brand asserts its retention of title, it cannot under any circumstances be argued that the delivered goods must be used to maintain the business.

7.1 POS MATERIAL

All POS materials provided by IQ brand remain the property of IQ brand for an unlimited period of time and space. The same applies to displays and promotional materials.

8. PAYMENT

Unless otherwise agreed, IQ brand invoices are payable immediately upon receipt and without any deductions. Payments will be credited to the oldest outstanding balance. In case of doubt, an agreed payment period begins on the invoice date. Bills of exchange and checks will only be accepted as payment upon separate agreement; all costs and expenses are borne by the customer. IQ brand assumes no liability for timely presentation and protest when accepting bills of exchange. In the event of default on payment by the customer – even through no fault of the customer – IQ brand is entitled to charge default interest at a rate of 11% and to reimburse all dunning and collection fees. These consequences of default also apply in the event of default in acceptance, without prejudice to further statutory or contractual consequences of default in acceptance. If circumstances become known that appear to reduce the customer's creditworthiness, IQ brand is entitled to demand advance payments or to withdraw from the contract if these are not made. If, in the case of an installment purchase, the purchaser defaults in whole or in part on an installment payment or on bills of exchange or checks, the entire remaining purchase price becomes due. The purchaser is only entitled to offset counterclaims if the counterclaim is undisputed by IQ brand or if a legally binding enforcement order exists.

9. PROTECTIVE RIGHTS

The manufacturing process, patents, and other know-how of the goods supplied by IQ brand are their intellectual property and subject to their protective rights. Any infringement, in particular the production and/or distribution of IQ brand articles by third parties in violation of their rights, will be prosecuted. IQ brand expressly points out that IQ brand assumes no liability for products that do not originate from its manufacture. Only the original gloryfy® and its materials guarantee maximum quality, flexibility, stability, and a long service life. Due to the intellectual property rights applications filed by IQ brand, imitators will be directly prosecuted by IQ brand's patent attorney and ordered to cease and desist. The gloryfy® sales partner authorized by IQ brand is obligated to immediately report any infringements of intellectual property rights in connection with IQ brand products to IQ brand. So-called "customized" products are always marked with a manufacturer's notice.

The authorized dealer is not authorized to sell to a price-aggressive online sales organization or auction format, or to create their own webshop exclusively selling gloryfy products. There are clear rules for the online sale of gloryfy products: Dealers may only sell gloryfy in their own webshop if they also carry gloryfy in their brick-and-mortar stores and position it well. They are not permitted to create their own gloryfy mono-brand online shops. The dealer is prohibited from reserving a domain that infringes on IQ brand's trademark rights, specifically with the name "gloryfy" or "unbreakable."

For all social media channels, authorized dealers are prohibited from creating social media profiles, for example, on Facebook, Instagram, etc., with the names "gloryfy," "unbreakable," or "gloryfy unbreakable," or similar names that could be confused with IQ brand's registered trademarks. Furthermore, no posts may be made with the registered brand names "gloryfy" or "unbreakable." This applies to all social media channels or blogs.

Any changes to these terms and conditions must be approved by IQ brand in writing.

10. PLACE OF PERFORMANCE, JURISDICTION AND APPLICABLE LAW

The place of performance for both parties is A-6262 Schlitters in Tyrol. The place of jurisdiction for all disputes arising directly or indirectly from this contract (including bills of exchange or check claims) is hereby agreed to be the Austrian court with subject-matter jurisdiction for A-6020 Innsbruck. All disputes arising from contracts shall be governed by Austrian law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Only in the event that the agreement to the applicability of Austrian law should be invalid (e.g., in the course of litigation in a "Third World" country) shall the UN Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods - Federal Law Gazette 1988/96) apply subsidiarily. The contractual language is German.

11. CHANGES TO THE PROVISIONS

Subsequent changes to the above conditions remain reserved if legal measures or changes in economic conditions make this necessary.

12. PARTIAL INVALIDITY

Should individual provisions of these General Terms and Conditions of Sale and Delivery be or become legally invalid, this shall not affect the validity of all other provisions of these General Terms and Conditions. The invalid provision shall be replaced by a valid provision whose content, in terms of its economic purpose, comes as close as possible to the purpose pursued by the invalid clause.