These general terms and conditions of sale (along with any associated written speciﬁcation, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, ﬁrmware and software products, training, programming, maintenance, engineering, parts, repair and remanufacturing services – hereinafter, “Products”) furnished to Buyer hereunder, whether such sale or licensing is eﬀected by paper based transactions or via facsimile or other forms of electronic data interchange, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modiﬁcation to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at Seller’s headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein.
Seller accepts electronic payments only. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by oﬀset is permitted. Interest charges will be added to overdue invoices at the rate of 0.8% per month (subject to any limit imposed by applicable law)
Delivery terms are Ex Works Seller’s plant or warehouse or as otherwise agreed to as evidenced by Seller’s order acknowledgment. In all cases title transfers to Buyer upon the earlier of Seller’s delivery to Buyer or receipt by the ﬁrst carrier for transport to Buyer, except that title to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller disclaims all liability for late delivery. Where applicable, prepaid shipping will be billed as a separate invoice item.
The Products are 100% property of Seller untill irrevocable payment to Sellers bank account according to payment terms of invoice. Therefore all Products sold may not be transfered to third party nor to any other location than the address mentioned on delivery note without written permission from Seller.
(a) Hardware: Seller warrants that new hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of 25 months from the date of invoice from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of six (6) months from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer. (b) Software and Firmware: Unless otherwise provided in a Seller or third party license, Seller warrants that standard software or ﬁrmware Products furnished hereunder, when used with Seller-speciﬁed hardware, will perform in accordance with published speciﬁcations prepared, approved, and issued by Seller for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Seller makes no representation or warranty, express or implied, that the operation of the software or ﬁrmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer’s intended use or requirements. (c) Non-Warranty Factory Remanufacture, Repair and Field Exchange: Seller warrants that non-warranty factory re-manufactured or ﬁeld exchanged hardware Products or repaired hardware Product components will be free from defects in material and workmanship for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are warranted for a period of thirty (30) days from the date of shipment to Buyer or the remainder of the original warranty term, whichever is longer. from Seller or its appointed distributor, as the case may be. Repaired or replacement Products provided as a result of this warranty subparagraph are warranted for a period of thirty (30) days from the date of shipment to Buyer or the remainder of the original warranty term, whichever is longer. (d) Services: Seller warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller. (e) Buyer Speciﬁcations/Compatibility: Seller does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or speciﬁed by Buyer (including that sourced from other manufacturers or vendors speciﬁed by Buyer). Any warranty applicable to such Buyer-speciﬁed items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in Seller’s published speciﬁcations or written quotation. (f) Remedies: Remedies under the above warranties will be limited, at Seller’s option, to the replacement, repair, re-performance or modiﬁcation of, or issuance of a credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products pursuant to Seller’s instructions. Replacement Products may be new, re-manufactured, refurbished or reconditioned at Seller’s discretion. Buyer requested on-site warranty service (consisting of time, travel and expenses related to such services) will be at Buyer’s expense. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising therefrom. (g) General: Warranty satisfaction is available only if Seller is provided prompt written notice of the warranty claim and Seller’s examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modiﬁcation by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment. (h) The above warranties are in lieu of all other warranties and conditions, whether expressed, implied or statutory, including implied warranties of merchantability or ﬁtness for a particular use, or performance or application warranties, to the fullest extent permitted by applicable law. Rights under the above warranties (subject to noted limitations) extend to Buyer’s customers if Buyer is a Sellerappointed distributor for the Products
- DISCLAIMER AND LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, seller will not be liable for any business interruption or loss of proﬁt, revenue, materials, anticipated savings, data, contract, goodwill or the like (whether direct or indirect in nature) or for any other form of incidental, indirect or consequential damages of any kind. seller’s maximum cumulative liability relative to all other claims and liabilities, including obligations under any indemnity, whether or not insured, will not exceed the cost of the product(s) giving rise to the claim or liability. seller disclaims all liability relative to gratuitous information or assistance provided by, but not required of seller hereunder. any action against seller must be brought within eighteen (18) months after the cause of action accrues. these disclaimers and limitations of liability will apply regardless of any other contrary provision hereof and regardless of the form of action, whether in contract, tort (including negligence and strict liability) or otherwise, and further will extend to the beneﬁt of seller’s vendors, appointed distributors and other authorized resellers as third-party beneﬁciaries. each provision hereof which provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such.
- INTELLECTUAL PROPERTY INDEMNITY
Except as excluded herein, Seller will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of the Products sold or licensed hereunder by Seller infringes any patent, copyright or trademark granted or registered in the country of Seller’s shipping destination, provided (I) Buyer promptly notiﬁes Seller in writing of any such claim and any suit or proceeding, (II) at Seller’s expense, Buyer gives Seller the sole right to defend, settle and control the defense of the suit or proceeding, (III) Buyer provides all necessary information and assistance for such defense or settlement, and (IV) Buyer takes no position adverse to Seller in connection with such claim. In the event Seller is obligated to defend such suit or proceeding, Seller will pay all costs and damages ﬁnally awarded or agreed upon by Seller that are directly related thereto. Seller’s obligations under this paragraph will be fulﬁlled if Seller, at its option and expense: (I) procures for Buyer the right to continue using such Products, (II) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (III) modiﬁes the Products to make them non-infringing while retaining similar functionality, or (IV) if (I)-(III) are not commercially practicable, refunds to Buyer the purchase price of the aﬀected Products in exchange for their return. Seller will have no obligation to defend or for any other liability with respect to: (a) any suit or proceeding to the extent based on or arising out of a conﬁguration or modiﬁcation made, speciﬁed or requested by Buyer and which is incorporated into or constitutes the Products, (b) the use of the Products in a process or application speciﬁed, requested or controlled by Buyer or any third parties, or (c) the use of the Products in combination with other equipment, software or materials not supplied by Seller. As used in this paragraph, the term “Products”shall mean only Seller’s standard hardware and software that are generally commercially available, and expressly excludes third-party-branded equipment/software. this paragraph is in lieu of all warranties or representations, whether express or implied, that the products will be free of the rightful claim of any third party by way of infringement or the like.
- RESALE OF THIRD-PARTY BRANDED PRODUCTS AND SERVICES
Notwithstanding any other provision herein, seller makes no representations, provides no indemnities (intellectual property or otherwise), and disclaims all warranties of any kind, express or implied relative to any third-party branded product or service (including training) which may be resold or sub-licensed by seller as a discrete item hereunder
Buyer-speciﬁed packing or marking may be subject to additional charges not otherwise included in the price of the Products.