General Terms and Conditions of Easitronics
1. General: All orders, deliveries, supplies of Easitronics’ products (Products) and services (Services) are made subject to the terms and conditions as herein set out. Any conditions stipulated by the Customer which are in contradiction of our General Terms and Conditions of Sales shall be valid only if expressly acknowledged by Easitronics in writing. The Agreement constitutes the entire, complete and exclusive agreement between the parties relating to the Products and Services to be provided by Easitronics.
2. Software: Special conditions apply for software. Easitronics guarantees that software can be operated under the specified computer operating systems, or in the case of embedded software, the specified platform. Easitronics grants no warranty for functionality, completeness, accuracy or timeliness. The purchase or provision of computer software provides the right for use on one system only. The purchase or provision of embedded software applies to one or several embedded systems, depending on the individual agreement between the parties. The software may not be reproduced, copied, re-engineered or transmitted in any way. Article 13 applies also for all software.
3. Quotations: Quotations provided by Easitronics are valid for 30 days and are confidential. If the Customer does not place a purchase order according to Easitronics' quotation, the Customer will return all specifications and documents upon Easitronics' request.
4. Price: All prices are in the indicated currency and are exclusive of special packaging and shipment costs. The Customers should bear such costs. Easitronics reserves the right to modify prices for goods not yet delivered if circumstances so require and to notify the Customer as soon as possible unless otherwise stated in the order documentation.
5. Payment Terms: Except and to the extent otherwise stipulated, payment is due 30 days from the date of invoice. Checks and wire transfers do not constitute payment until they have cleared. Easitronics may at any time demand advance payment, satisfaction security, such as a confirmed and irrevocable letter of credit or a guarantee for prompt payment, prior to shipment. Such a payment shall not necessarily constitute payment in full.
6. Overdue Accounts: If the Customer delays payment, he shall be liable, without reminder, for default interest at the rate of 6% above the actual discount rate of the Federal Reserve Bank effective from the date on which payment was due.
7. Delivery Times: While Easitronics will endeavor to adhere to any promise of delivery time, delivery shall not be deemed an essential part of the contract. Delayed shipments are not grounds for a claim for damages or for a cancellation. Partial shipments are allowed.
8. Call-off Orders: Call-off Orders are subject to the Customer's obligation to accept full delivery within one year after the date of the Easitronics order confirmation. The Customer shall bear the cost for any special storage required. Delivery dates for call-offs orders are fixed and cannot be changed, unless approved from our side.
9. Quantities delivered: Deliveries will be invoiced based on the actually delivered quantities and at the unit prices stipulated in the Order confirmation.
10. Order Cancellation: In the event that the Customer cancels all or parts of an Order or fails to meet all obligations resulting from an Order, causing the cancellation of an Order or portion thereof, the Customer agrees to pay a cancellation fee of 50% of the product price as stipulated in the Order confirmation. Recognizing that the damages to Easitronics arising from any cancellation or rescheduling of any Order will be difficult to estimate, the parties agree that the aforementioned cancellation fee is reasonable and is intended as liquidated damages and not as a penalty.
11. Return Material: We accept returned material only if a Return Material Authorization has been obtained by Easitronics. Easitronics does not accept any returns for any products specifically manufactured for the Customer. Material received without any prior authorization will be returned at the Customer's expense. A fee for administrative cost and product inspection will be levied on the customer.
12. Warranties and Guarantees: All Products delivered or Services performed by Easitronics are warranted to be free from defects in material or workmanship arising from normal use and service for one year from shipment or completion of the Service.
The limited warranties set forth above shall be void with respect to and shall not apply to, any Product or Service (i) repaired, altered or improperly processed by any person, (ii) subjected to unreasonable or improper use (e.g. current consumption, influence of chemical or electrolytic actions, recuperation, weather conditions, air pollution, prohibited electromagnetic effects) or storage, used beyond rated conditions, operated other than per Easitronics instructions, or otherwise subjected to improper maintenance, negligence or accident; (iii) damaged because of any use of the Product or Service after the Customer has, or should have knowledge of any defect in the Product or Service.
Easitronics assigns to the Customer, without recourse, any and all assignable warranties available from any manufacturer, supplier, or subcontractor of such Product or Service and will assist the Customer within reasonable limits in the enforcement of such assigned warranties.
Any claim under the limited warranty granted above must be made in writing to us within eight (8) days after discovery of the claimed defect. No claims shall be made after six (6) months after shipment (prescription period). Such limited warranty only extends to the Customer and not to any subsequent owner of the Product or Service. The Customer’s sole and exclusive remedy for any Product or Service not conforming to this limited warranty is limited to, at the sole discretion of Easitronics, (i) repair or replacement of defective components of covered Product or Service, or (ii) re-performance of the defective portion of the Services, or (iii) to the extent already paid, the issuance of a credit or refund for the original purchase price of such defective components or portion of the Services.
Easitronics shall not be required to repair or replace more than the component(s) of the Products or Service actually found to be defective. Easitronics' warranty liability shall not exceed the purchase price of such item. Repaired or replaced Products or Services will be warranted hereunder only for the remaining portion of the original warranty period.
THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. EASITRONICS PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, THAT ANY WORK PROVIDED HEREUNDER WILL PREVENT ANY LOSS, OR WILL IN ALL CASES PROVIDE THE RESULTS FOR WHICH IT IS USED OR INTENDED. THE LIMITED EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT MAY ONLY BE MODIFIED OR SUPPLEMENTED IN WRITING SIGNED BY DULY AUTHORISED ORPORATE OFFICERS.
13. Limitation of Liability: Anything in this Agreement notwithstanding, in no event shall either party be responsible under this Agreement for incidental, consequential, punitive, exemplary or special damages, including without limitation lost profits, loss of use and / or lost business opportunities, whether arising in warranty, late or no delivery of any Product or Service, tort, contract or strict liability, and regardless of whether either party has been advised of the possibility of such damages and, in any event, Easitronics’ aggregate liability for any and all claims, losses or expense (including attorneys fees) arising out of this Agreement, or out of any Product or Service furnished under this Agreement, whether based on contract, negligence, strict liability, agency, warranty, indemnity, or any other theory of liability shall be limited to the lesser of US$ 1,000,000 or the total compensation received by Easitronics from Buyer under this Agreement. Easitronics reserves the right to control the defense and settlement of any claim, for which Easitronics has an obligation to indemnify hereunder. The parties acknowledge that the price which Easitronics has agreed to deliver the Products and to perform its Services and obligations under this Agreement is calculated based upon the foregoing limitations of liability, and that Easitronics has expressly relied on, and would not have entered into this Agreement but for such limitation of liability.
14. Claims (Complaints): Customer claims must be submitted in writing immediately upon receipt of goods or immediately upon detection of hidden faults.
15. Ownership of Goods: Ownership of the goods sold shall, notwithstanding delivery, or attachment of these to other property, remain with Easitronics until payment for them has been received in full.
16 Pledge or lien: The Customer shall have no pledge or lien on Easitronics property.
17. Law: Any contract between the Parties shall be governed by and enforced in accordance with the laws of Arizona. Any litigation arising under any contract shall be brought in Arizona. The parties waive any right to a jury trial on matters arising from this contract.
18. Technical Specifications: Unless otherwise agreed upon, brochures catalogues, product descriptions, and manuals are not binding. Data provided in documentation are only binding insofar as expressly stipulated as such. Easitronics reserves the right to modify any specification without notice. The Customer shall, at the latest when receiving the quotation, draw Easitronics' attention to the regulations and standards applicable to the execution of the Products and Services, to their use / operation as well as to the health and safety of personnel. Unless otherwise agreed, the Products and Services shall comply with those regulations and standards valid at Easitronics' place of business.
19. Design Ownership: Information and drawings delivered in addition to the sales documentation may not be disclosed or transmitted to any third party. The Customer may not transmit or make use, in any form whatsoever, of any information concerning the design and the functionality. In the event of infringement of this clause Easitronics reserves the right to claim damages.