These Terms and Conditions of Sale (the "Agreement") apply to the sale of the products identified in the accompanying Seller invoice or quote ("Products") by Infantron, Singapore ("Seller") to the purchaser of the Products ("Buyer"). Any terms set forth in any Buyer purchase order, acknowledgment or other document that are in addition to or inconsistent with this Agreement are expressly rejected by Seller and will be of no force or effect. If this document is provided in response to Buyer's purchase order, such purchase order is deemed a request for quotation only, and this Agreement is an offer to sell the Products ordered.
This Agreement incorporates only those terms of Seller-accepted purchase orders that relate to the prices or quantities of the Products. Orders or requests for purchases that have not been accepted in writing by Seller are not binding on Seller until and unless the Products are shipped to Buyer. Seller's failure to object to any term or condition contained in any communication from Buyer shall not be deemed a waiver of the terms and conditions herein. This Agreement may be amended, modified or superseded only by means of a written agreement executed by an authorized representative of each party.
Unless otherwise agreed in writing by Seller, prices for the Products shall be Seller's then-current list prices (in U.S. Dollars) at the time of Seller's receipt of Buyer's purchase order. All prices are quoted and all orders are accepted exclusive of federal, state, or local excise, sales, use, or similar taxes, or any export or import fees, customs duties and similar charges applicable to the sale or to the products sold, except taxes based upon Seller's net income ("Taxes"). Buyer agrees to pay any and all Taxes and other charges incidental to the purchase or sale of the Products, or, in lieu thereof, Buyer shall provide Seller with a properly executed tax exemption certificate prior to shipment.
Payment will be made in United States dollars in accordance with Seller's instructions (including wire transfer instructions) and is due and payable thirty (30) days from the date of invoice. Each shipment (including partial shipments) will be separately invoiced and paid for when due without regard to other shipments. Without limiting other remedies, Seller reserves the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month on the unpaid balance or the highest rate allowed by law. Buyer will pay for all collection costs, attorneys fees, and court costs incurred in the collection of past due amounts. Seller reserves the right (in its sole discretion): to demand payment in advance of shipment (including partial advance payment for large orders); to request bank guarantees; or to terminate or modify the terms of credit payments. Shipments to non-US destinations may require an irrevocable letter of credit established at the expense of the Buyer.
3. Security Interest.
Buyer hereby grants to Seller a first priority, purchase money security interest in the Products and all proceeds or receivables arising from the sale, lease, or other disposition of such Products. At Seller's request, Buyer will promptly execute and deliver any documents that Seller deems advisable to perfect the security interest hereunder and maintain the first priority thereof. Buyer hereby authorizes Seller to sign and file any such document.
4. Cancellations and Rescheduling
Buyer will have the right to reschedule any Product shipment, as specified in a purchase order accepted by Seller, for up to sixty (60) days from the originally scheduled delivery date as specified in such accepted purchase order, provided that written notice of such request to reschedule (which notice includes the revised shipment date) is received by Seller at least thirty (30) days prior to the originally scheduled shipment date and Buyer agrees to pay for any costs incurred by Seller for storage of such Products. No order accepted by Seller may be cancelled by Buyer without Seller's prior written consent. Seller reserves the right to impose a reasonable cancellation charge on any order cancelled by Buyer.
5. Intellectual Property.
5.1 Ownership; Licenses.
Buyer and Seller agree that no intellectual property rights are transferred under this Agreement, and Seller and its licensors retain all right, title, and interest in all intellectual property rights subsisting in or related to the Products. Certain Products provided by Seller to Buyer may contain or require software (the "Software") and (b) technical documentation used to describe, maintain and use the Products (the "Documentation"). The Software and Documentation are licensed, not sold. To the extent any Products contain or include Software not governed by a separate license agreement, subject to the terms and conditions of this Agreement, Seller hereby grants to Buyer a nonexclusive, nontransferable, limited right and license to (a) use and perform the Software solely in executable code form and solely as necessary to operate the Products, and (b) reproduce the Documentation for internal use in conjunction with the Products.
Buyer will not (a) reproduce the Software; (b) modify, incorporate into or with other software, or create a derivative work of any part of the Software or Documentation; (c) reverse-engineer the Products or decompile, disassemble, or otherwise attempt to derive the source code of the Software; (d) distribute, sublicense, lease, rent, loan or otherwise transfer the Software, or the Documentation to any third party; or (e) remove from the Software or alter any of the trademarks, trade names, logos, patent, or copyright notices or markings on the Product or the Documentation.
6.1 Limited Warranty.
Seller warrants to Buyer (and no one else) that all Products to be delivered hereunder will substantially conform to Seller's applicable published specifications for a period of ninety (90) days from the date of shipment (the "Warranty Period").
6.2 Remedies for Breach of Warranty.
Seller's sole and exclusive obligation, and Buyer's sole and exclusive remedy, for breach of the above warranty will be, at Seller's option, to (a) use commercially reasonable efforts to repair the nonconforming Product; (b) replace any such Product at no additional charge; or (c) accept the return of any such Product and issue a refund equal to the purchase price of such defective product. Buyer must notify Seller of any Products that do not conform to the foregoing warranty during the Warranty Period. Buyer must return non-conforming Products to Seller in accordance with Seller's RMA then-current procedures. Replacement Products may be refurbished. Buyer will pay for all transportation charges on any Products returned from Buyer to Seller. The warranties provided under this Section 7 will be void if (a) the Products fail or malfunction as a result of improper handling, installation, maintenance, removal, modification, or repair; or (b) the Products or Software are damaged after shipment, or subjected to abuse, abnormal physical or electrical stress, or improper use.
6.3 Disclaimer of Warranties.
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, QUIET ENJOYMENT AND ACCURACY AND ANY WARRANTIES ARISING FROM THE COURSE OF CONDUCT OR USAGE OF TRADE. SELLER DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED, OR ERROR-FREE. BUYER ACKNOWLEDGES THAT REAL WORLD PERFORMANCE OF THE PRODUCTS MAY VARY DEPENDING ON BUYER'S DEPLOYMENT, PARTICULARLY IN ANY EXTREME CONDITIONS.
6.4 No Support.
Seller is not obligated to provide any support or maintenance for the Product unless otherwise mutually agreed by the parties hereto in writing.
7. Limitation of Liability.
IN NO EVENT SHALL SELLER OR ITS SUPPLIERS BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF REVENUE, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL, OR LOSS OF PROFITS, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, WHETHER ARISING UNDER CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL SELLER'S TOTAL, CUMULATIVE LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE FOR THE PRODUCTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY HEREIN.
If any provision hereof is held invalid, unenforceable or void in any respect, such provision shall be construed so as to render it enforceable and effective to the maximum extent possible, and the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Buyer agrees to adhere to all legal requirements applicable to the Products, including U.S. export laws. The parties are independent contractors and nothing herein shall be construed to imply a partnership, joint venture, principal-agent, or employer-employee relationship between the parties. Neither party shall have the right, power, or authority to create any obligation, expressed or implied, on behalf of the other party. Buyer may not assign, by operation of law or otherwise, any of its rights, or delegate any of its duties, under this Agreement to any third party without Seller's prior written consent. Any assignment, delegation or transfer in violation of the foregoing will be null and void. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes and merges all prior or contemporaneous oral or written agreements, representations, statements, negotiations, understandings, proposals, and undertakings with respect to the subject matter of this Agreement.
9. Confirmation of Orders.
We will send an electronic acknowledgement to the customer within 24 hours (or next business day) upon successful submission of the electronic order. If items ordered are unavailable, a message will be sent to the customer for further action.
10. Exchange & Refunds.
All our goods sold are non-exchangeable and non-refundable.
All our goods sold are non-exchangeable and non-refundable. 11. We welcome your feedback. Should you feel dissatisfied with any of our goods or services, please contact us at Tel: 6299-3900, Fax: 6299-3955, Email: email@example.com