1. Definitions

You, the Customer a person or company buying Products from us.

Agreement any specific Order Confirmation (including any attached terms and conditions) or specific written agreement between QPS and you (including any attached terms and conditions) together with these T&C.
Consumer a private person buying Products for private use. If you are a Consumer, please find your specific rights and exceptions in Section 19.
QPS (us, our) the Product vendor as identified on your invoice and, where relevant, Service Provider.
QPS-branded Product computer software and hardware products that are marked with the “QPS” brand, including all components inside, but does not include any of the following items: 1) software which is not developed and manufactured by QPS; 2) hardware which is not developed and/or assembled by QPS such as for example monitors, printers, keyboards and mice; or 3) accessories or parts added to the QPS-branded hardware products through QPS’s Custom Factory Integration services at Customer’s request.
Integration Material (IM) 3rd Party Products or products specified/provided by you.
Order Confirmation formal acknowledgement of quotation, purchase order, Product and/or Services ordered, sent by QPS.
Price stated in Order Confirmation.
Product as described in Order Confirmation, may include QPS-branded products, 3rd Party Products and Service Offerings.
Service Offering as described in Order Confirmation & QPS Service description document.
Service Provider QPS or its authorized Service experts.
3rd Party Products all goods that are not QPS-branded Products.
Software computer operating systems, middleware or applications.
Service general service and support carried out by QPS or Service Provider in accordance with Service Offering, including Customer Factory Integration Services.

T&C these Terms and Conditions Sale and Service.

2. Application

These T&C apply to any Order Confirmation, Product sale or service and all statements made by QPS in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to these T&C must be confirmed by QPS in writing. Terms and conditions, other than QPS’s, are excluded. Placing your order means acceptance of these T&C. These T&C do not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.

3. Quotations/Orders/Contract

Quotations are only valid in writing and during the period that they state. If unstated, the period is 15 calendar days (incl. 3rd Party Products). Orders must be received in writing, via regular post, e-mail or fax but are only binding when accepted by QPS in a written Order Confirmation. Please check the Order Confirmation and notify QPS of any mistake in writing immediately or the details stated in the Order Confirmation will be part of the Agreement. QPS reserves the right to change Products (incl. 3rd Party Products) at any time but QPS guarantees you at least equivalent functionality and performance. Third parties, including authorized QPS resellers, OEMs and OEMs regional offices may not directly and without involvement of QPS “renew” annual support or yearly subscription Products to customers of QPS unless the reseller was involved in the first point-of-sale of the Products and/or provide authorized support to the End Customer and/or is authorized to do so by QPS.

4. Price & Payment Terms

Products and Service Offering prices, tax, shipment, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. for components & Services) may cause QPS to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 calendar days of the invoice date without further notice from QPS. Payment timing is of the essence. QPS may suspend deliveries or Service until full payment for that order. If payment is late, 2 % above the minimum lending rate on the late amount charged monthly and the costs of recovery shall be payable by you. Checks may only be accepted conditionally.

5. Delivery/Title/Risk

The delivery period in the Order Confirmation is approximate. Delivery by installments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. QPS may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become QPS’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. QPS may sue for the Price before title passes. If you refuse delivery without QPS’s agreement, you must pay QPS’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.

6. Acceptance

When you receive Product you must inspect it for any defects or nonconformity within 7 working days. After this period, you will have accepted Product. If QPS agrees to return of Product at its choosing, it must be in original condition with packaging, return note & proof of purchase; return costs may also be payable by you.

7. Warranty

Unless otherwise stated, QPS guarantees to you that QPS-branded Products will be free from defects for 12 months from delivery and spare parts for 90 days from installation or delivery date, whichever is the earlier. Should Product be defective within this period, QPS will repair or replace Product within a reasonable time. All reasonable care and endeavor shall be used to resolve problems within a realistic period in the circumstances. QPS manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice. Notebook batteries are delivered with one-year warranty (not upgradeable). QPS warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. QPS may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change. QPS does not give a warranty or guarantee protection for: 1) damage caused by incorrect installation, use, modifications or repair by any unauthorized 3rd party or yourself; 2) damage caused by any party (except QPS) or other external force; 3) fitness for any particular purpose; 4) 3rd Party Products, Software and IM specified by you. You will receive the warranty or license for these products directly from their manufacturer or licensor; 5) any instruction given by you and correctly performed by QPS.

8. Services

Services will be provided by QPS or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. You must allow QPS to examine Product at your or QPS’s premises (at our choosing). QPS owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request. Unless stated in Service Offering, the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in QPS’s assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.

9. Custom Factory Integration

Custom Factory Integration (CFI) Services may be provided by QPS in accordance with Customer’s instructions and technical specifications. You will specify and provide IM or QPS may obtain IM at your instruction. QPS will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. QPS may install CFI Product under your instruction or under QPS technical advice, if agreed. QPS will not carry out CFI work if it is not technically feasible in our view.

10. Liability

QPS accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of QPS, Service Provider or our employees, agents, subcontractors. Except for death/personal injury, this liability is limited to the lesser of €100K or Price. QPS does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by QPS within reasonable time, 4) loss avoidable by you thru reasonable conduct, including backing up all data and following QPS’s reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.

11. Intellectual Property “IP”

QPS indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. QPS may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify QPS for any IM or IP specified or owned by you and integrated into Product. QPS is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. QPS retains all QPS-owned IP in Product. You must notify QPS immediately of any infringing or unauthorized use of Product or IP in it. QPS does not indemnify you for 1) 3rd Party Products & Software, 2) unauthorized modification or 3) any claim caused by the use of Products in conjunction with anything not supplied by QPS.

12. Software

Software not owned by QPS is supplied subject to license and warranty of the Software licensor. QPS encloses the Software license that you require with the Product where necessary; you must comply with that license. If you choose not to accept the operating system license at start-up, if any, QPS will only accept the return of the entire product for refund.

13. Export Control

You acknowledge that Product may include technology & Software subject to US & EU export control laws & laws of the country where it is delivered or used: you must abide by all these. Product may not be sold, leased or transferred to restricted/embargoed end users/countries or for users involved in weapons of mass destruction/genocide without prior consent of US or competent EU government. You understand & acknowledge that US & EU restrictions vary regularly & depending on Product, therefore, you must refer to current US & EU regulations. You must immediately inform QPS if and when you or the end-user(s) (if any) or any of your or their shareholders, directors, officers or employees are placed on a sanction list or when the status of the sanction list where you or they are on changes.

14. Force Majeure

QPS is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, the Agreement may be terminated by either party without compensation.

15. Confidentiality

Each party must treat all information received from the other marked “confidential” or reasonably obvious to be confidential as it would treat its own confidential information.

16. Termination

QPS may terminate the Agreement with immediate effect and without any liability via written notice if you or the end-user(s) (if any): 1) fail to pay on time, 2) breach or QPS suspects you have breached export control laws, 3) or your or the end-user(s)’ shareholders, directors, officers or employees are placed on a sanction list, or 4) changes occur as to the status of the sanction list where you or the end-user(s) or any of your or their shareholders, directors, officers or employees are already included on. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent / is unable to pay debts as they fall due.

17. Your obligations as a Customer

You are responsible for: 1) your own choice of Product and its suitability for purpose; 2) your telephone & postal charges in contacting QPS, if any; 3) any CFI specifications & instructions given by you; 4) all IM, its performance, licenses, authorizations and any unused IM. You must provide QPS with all reasonable courtesy, information, cooperation, facilities and access to enable QPS to perform duties, failing which QPS shall not be obliged to perform any Service or assistance. You are responsible for the removal of non QPS-supplied products during Service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements. Please note that your calls to QPS may be monitored for training purposes.

18. Additional obligations for resellers and distributors

All resellers and distributors must include in their contract(s) with the end-user(s), that:

• They can terminate such contract(s) with immediate effect and without any liability if: 1) the end-user(s) or their shareholders, directors, officers or employees are placed on a sanction list, or 2) changes occur as to the status of the sanction list where the end-user(s) or any of their shareholders, directors, officers or employees are already included on;
• that these end-user(s) must immediately inform the reseller or distributor and QPS that they or any of their shareholders, directors, officers or employees are placed on a sanction list or when the status of the sanction list where they are on changes.

19. Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws and QPS’s data protection registration. You consent to your personal data being transferred to a QPS company outside of the EEA. You may instruct QPS not to use your data for direct marketing purposes.

20. Consumer Rights

If you are a Consumer you may cancel your purchase at any time within 7 working days of receipt without cause and receive a refund of the Price paid. To do this you must inform QPS in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement. This does not apply to any business customer or user.

21. Jurisdiction

Dutch law and the exclusive court jurisdiction of the Amsterdam courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

22. Miscellaneous

If any part of Agreement is found invalid/unenforceable by a court, the rest is unaffected. QPS may, in whole or in part, subcontract, assign or transfer its obligations or rights to a competent third party. You may not assign or transfer any of your obligations. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.

23. Policy Updates

You can find all QPS policies, Product and Service Offering details and notices via www.QPS.nl and you should refer to this site for any further updates. Thank you for doing business with QPS.