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SALES TERMS & CONDITIONS

PARTIES

These Terms and Conditions of Sale will determine the selling and buying rules between the following parties:

EdgeOpia Global Solutions VOF, a company incorporated under the laws of the Netherlands, whose registered office is at Dr Bolkesteinstraat 52, 2132 JT Hoofddorp, the Netherlands. Registered at the Amsterdam Chamber of Commerce under nr: 34278973 and Dutch tax Authorities VATnr:  NL8182.75.091.B01;  Hereinafter referred to as “Seller”

and

the Company / Person purchasing goods and/or Services from the Seller, hereinafter referred to as “Buyer”.

ACCEPTANCE OF ORDERS/TERMS

All orders are subject to acceptance by Seller. Acceptance of orders is expressly made conditional on Buyer’s assent to these terms and conditions. Any terms and conditions of the Purchase Order or other similar instrument which are in addition to or inconsistent with Seller’s terms and conditions shall not be binding and shall not apply, unless specifically agreed to in writing by Seller. This acceptance sets forth the entire understanding between the parties with reference to the subject matter hereof.

DELIVERY

Seller’s delivery dates represent the seller’s best estimate based on current information, and may be subject to change. All deliveries shall be Ex-Works (Incoterms 2010) at the Seller’s facility or at the original product manufacturing facility of the products purchased by Buyer at which point title and risk of loss passes to Buyer, and Seller’s liability as to delivery ceases

TERMS OF PAYMENT

Payment of the price for goods or services shall be made by Buyer to Seller before any of the goods are tendered to Buyer, or the services will be performed. Seller may at any time suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to Seller when, in Seller’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.

PRICES AND TAXES

The price of the goods and services purchase hereunder is exclusive of all taxes, import duties, fees, excises, and/or charges, which are now or may thereafter be imposed (whether by foreign, federal, state, municipal or other public authority), with respect to the sale of the goods and services or this order itself. The Buyer shall present the Seller with the appropriate documentation to justify exemption from any sales tax. If Seller is required to pay any such taxes, duties or fees, Buyer shall reimburse Seller immediately upon receipt of Seller’s invoice thereof.

QUOTATIONS

All quotations are made for immediate acceptance and are subject to withdrawal or change without notice. Seller is not liable for typographical errors. A signed quote by the Buyer is a contract to purchase.

CHANGES

The parties may request change(s) to the order within the general scope of work called for. If such change(s) cause an increase or decrease in the price of the items and/or an extension of the delivery schedule, Buyer shall be notified to this effect and Seller shall not be obligated to proceed with such change(s) until it receives a written change order & approval from Buyer, as well as the payment for the extra increase in pricing.

CANCELLATIONS

Orders cannot be canceled or modified by Buyer without the written consent of the Seller. In no event shall any order be modified or canceled for any portion thereof when manufacturing is in process or already manufactured at the time request for modification or cancellation is received by Seller, except upon terms satisfactory to Seller which shall protect and indemnify Seller against all loss. Seller reserves the right to charge the buyer a 100% cancelation fee, once the order is confirmed with a “purchase order”, “email confirmation” or “verbal confirmation”. Receiving advance payment for an order will also be considered as confirmation of the order.

FORCE MAJEURE

Neither party shall be liable for any loss or damage hereunder due to unforeseen circumstances or to causes beyond its reasonable control, including without limitation, strikes, lockouts, lockdowns, riots, wars, acts of God, fires, floods, natural disasters, inability to obtain labor, delays caused by suppliers, subcontractors or other parties, material shortages, curtailment of or inability to obtain sufficient electrical or other energy supplies, licensing and/or exporting delays or compliance with governmental laws, regulations or orders. Prompt notice of any such delay beyond either party’s control shall be given to the other party. Any such cause shall extend delivery dates to the extent of the delay incurred. It is in particular expressly agreed that any refusal or failure of any governmental authority to grant any export license legally required for the fulfillment by the Seller of its obligations hereunder shall constitute an event of Force Majeure, provided said refusal or failure is not due to the fault or negligence of the Seller.

SHIPMENT/RISK OF LOSS

All prices/shipments are Ex-Works Seller’s plant or Ex-works the manufacturing facility of the products purchased by Buyer.

Risk of loss, damage and title shall pass to Buyer upon delivery to the carrier. Buyer will select and arrange manner of shipment and his preferred carrier. Claims for damage in transit must be settled by the Buyer with the Carrier. Seller assumes no responsibility for damages while in transit. Please inspect for damage and make notation on the Bill of Lading before the driver leaves your location.

EXPORT REQUIREMENTS

Buyer acknowledges that the goods or technical data furnished under this Order may be subject to export control laws and regulations. Buyer acknowledges that export control laws and regulations may prohibit the export, re-export or transfer of items to certain destinations, end-users or end-uses (including but not limited to nuclear, chemical or biological weapons or rocket systems and unmanned air vehicles). Buyer agrees to comply with applicable export control laws and regulations and will obtain government authorization, if required, prior to any export, re-export or transfer of the goods or technical data furnished under this Order.

LIMITATON OF LIABILITY

Seller’s aggregate liability on any claim of any kind, or loss or (collateral) damages arising out of, connected with, or resulting from order(s) or from the performance or breach hereof including but not limited to any default termination or from the manufacture, sale, delivery, repair, use or resale of any product(s) and/or service(s) covered by or furnished under this agreement shall in no case exceed the payment, if any, received by Seller from the Buyer for the product(s), service(s)or part(s) which gives the claim or dispute. In no event shall seller be liable for any services rendered.

ASSIGNMENT

Buyer shall not assign this Agreement in whole or in part without the prior written consent of Seller which consent shall not be unreasonably withheld.

WARRANTY

All products purchased by Buyer are warranted by the original product manufacturers against defects in workmanship and materials under normal use and service from date of shipment and to no further extent. Warranty periods are dependent on products purchased and determined by the original product manufacturer. Used or Pre-owned equipment has a warranty term of 30 days, unless specifically otherwise specified. To be considered for warranty any product must be returned with a Return Material Authorization (RMA) to the original Product manufacturer’s place of origin. All transportation cost, Customs / Customs documents cost, (import-export)duties, VAT etc, vice-versa, are payable by buyer.

Seller is a solution provider, a sales and marketing organization, and does not have a technical department. Seller will support the buyer with First-line support, but will not replace, service, repair, give credit for any of said products which are defective or have become defective over time; this can only be done by the original product manufacturer.

Any product repaired or replaced under this warranty shall be warranted by the product manufacturer only for the remainder of the original product’s warranty period. This warranty shall not apply to any product which shall have been repaired or altered or which shall have not been maintained in accordance with any handling or operating instructions supplied by the original product manufacturer or which shall have been subjected to extensive physical or electrical stress, misuse, abuse, negligence, improper installation, facility power loss or accidents. The aforementioned provisions do not extend the original warranty period of any product, which has either been repaired or replaced.

Seller shall not under any circumstances be liable to buyer for incidental, special or consequential damages for loss of whatever nature arising out of or in connection with or resulting from the sale by seller or the resale or use by Buyer of any product(s) and/or services delivered hereunder.

This warranty is stated in lieu of all other warranties, express, statutory or implied, or otherwise made including but not limited to the warranty of merchantability and fitness for a particular purpose and of all other obligations or liabilities on Seller’s part in connection with the sale of said products, Seller neither assumes nor authorizes any other person to assume for seller any other obligation or liabilities in connection with the sale of the product(s).

RMA – Return to Manufacturer Authorization

Seller does not accept any returns of sold equipment, nor will any amount be refunded by Seller to Buyer

In case the equipment has been determined faulty by the Seller and only with its approval, the below procedure will be followed

Return claims will not be honoured under the following conditions:

1) Return is made without return authorization (RMA).

2) Returned item is not the same item shipped to buyer (i.e. different type, model or serial number).

3) Item has been tampered with, altered, or is otherwise physically different than the originally shipped item.

4) Buyer purchased an item that requires service as stated in description or would ordinarily require calibration for use.

5) Item is offered without accessories and buyer assumes that accessories were to be included.

6) Item pictured is slightly different than item received in cases where the sale offering shows quantity of more than one.

7) Item requires professional- or expert knowledge to operate or install and buyer has no such knowledge, nor sufficient knowledge or ignores requirements.

8) Item received is locked as a result of a user/bios/access password that requires expert knowledge to remove.

Approval

Before returning any item, contact us at edgeopia@edgeopia.com to discuss and explain in detail the error of the faulty equipment as well as the details of your original order.   If the return for repair is approved by Seller, we will issue an RMA number, which you need to include in the package documentation for the returned item, along with a copy of the original order information.

Condition

The item must be undamaged, complete with all parts, cables and accessories, in the same condition you received it, and in its original packaging as shipped to Buyer.

Shipping

Pack the item according to our instructions to prevent damage in transit. In case of a return for Seller approved reasons, Buyer should insure the package for its value, as Buyer will be responsible for damage in transit. Buyer will use a by Seller approved regular courier service which allows to track the package. Buyer is responsible for paying all shipping and insurance costs for the return shipment. If you are seeking an exchange, you will also be responsible for all costs of shipping the new item to you

Outside EU countries Returns

Seller is not responsible for any return shipping costs and/or any incidental fees, custom (import) duties, taxes or tariffs for shipments originating outside of the EU countries

Upon Receipt

Once your return is received and inspected, Seller will send you an email to notify you that we have received your returned item and whether your request for a repair, credit or exchange has been approved. Seller will charge a fee for damages to equipment and missing- or used accessories

Credit

If a credit is approved, this will be applied to your Customer Account status and can be used for any new purchases with Seller within a 6 months’ time period from the moment the Credit was approved to you

Restocking Fee

Seller will in all cases charge a handling & restocking fee of 25% of the original purchase price of each item returned. This fee will be deducted from your credit or if you have requested an exchange, this fee will need to be received by Seller before the new item is shipped

Exchange

If an exchange is approved, we will ship the new item to you, after Seller receives full payment of any applicable restocking-, damage- and/or shipping fees

PATENT IDEMNITY.

Buyer shall indemnify and hold Seller harmless from, and release and not make claim or suit against Seller because of any suits, claims, losses or other liabilities made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law or claim of unfair trade, or of unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the goods sold to Buyer by Seller.

PROPRIETARY INFORMATION.

All of the information, know-how, drawings, designs, specifications and other documents prepared by Seller and particularly within Seller’s knowledge and which may be furnished to Buyer and designated as proprietary will not be used by Buyer other than for operation or maintenance of the products without the proper written authorization of Seller. Buyer shall indemnify and hold Seller harmless from any loss, liability or expense suffered by Seller as a result of Buyer’s negligent disclosure to third parties.

APPLICABLE LAW.

The validity, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of Netherlands.

ARBITRATION.

Any dispute arising out of or in connection with the present agreement or any related Purchase Orders, including the construction and application of this Agreement or related Purchase Orders, which cannot be amicably resolved between the Parties within a reasonable period of time following good faith negotiations, shall be finally settled by arbitration according to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with said Rules. The arbitration shall be held in the Netherlands and the arbitration proceedings shall be in the Dutch language. The determination by the arbitrator shall be final and binding and shall be enforceable in any court of competent jurisdiction.

WAIVER.

A waiver of any of the terms or conditions hereof shall not be deemed and continuing waiver, but shall apply solely to the instance to which the waiver is directed.

ENTIRE AGREEMENT.

The terms and conditions as set forth herein, together with any other document incorporated by reference, constitute the entire agreement between Buyer and Seller with respect to any order. No modification hereof, shall be of any force and effect unless in writing and duly signed by authorized representative of each party.

EXPORT COMPLIANCE

Seller is committed to complying with the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and the Foreign Corrupt Practices Act (FCPA). Recognizing that the illegal diversion of high technology commodities and controlled technical data poses a serious threat to the national security of the United States, as well as other nations in which the Company does business, Seller maintains a vigorous Export Compliance Program.

Accordingly, Some of the products supplied by Seller may not be exported to a foreign national, a foreign corporation or a foreign government without first obtaining a license from the U.S. Department of State or the U.S. Department of Commerce. Where a license must be obtained, Buyer will first apply for the license. Only after this is received the goods will be supplied to Buyer.

Additionally, to comply with U.S. Government regulations, Seller may require End Use Statements/End User Statements depending on the country to where the shipment will be exported. Seller reserves the right to refuse to sell its equipment to a party where such a sale is in violation of the U.S. Export Laws.

All customer purchase orders must include the following:

  • End User Name, its full Address details, End User Country and End Use application with the equipment / solution purchased

Clear (Foreign) Ship To Address (if goods are for export)

Please check for details also our Export Country Policy which is an integral part of our EdgeOpia Sales tems& conditions