DEIF, Inc. Terms and Conditions of Sale and Delivery for Products The present Terms and Conditions of Sale and Delivery (this “Agreement”) shall apply to all orders placed with and all deliveries made by DEIF, Inc. (hereafter referred to as “DEIF”) unless otherwise agreed in writing. 1. QUOTATIONS defects or non-compliance whatsoever in materials supplied by the All quotations are based on the sales prices, customs duty rates, customer, in designs made by the customer nor in designs made exchange rates, taxes, etc. applicable on the date of the quotation. by DEIF in accordance with customer specifications. DEIF is not Notwithstanding the provision contained in item 2, DEIF reserves liable for defects caused by inadequate maintenance, by the the right to adjust the final sales price in case of changes in the customer’s use of the product sold in a way in which it was not above-mentioned rates and taxes after the issue of the quotation. intended to be used, by incorrect assembly or installation on the part of the customer, by changes carried out by the customer 2. ORDERS without DEIF’s consent in writing, by repairs performed by the All orders are binding on the party placing the order, for which customer or by ordinary wear and tear. DEIF is not liable for any reason any changes to or cancellation of any order are subject to consequences of the customer’s incorrect installation or use of DEIF’s prior written acceptance. Concurrently with the placing of an product software updates made available to the customer. DEIF is order, the customer is obliged to advise whether the customer in no event liable for any defects or non-compliance in any product himself will be responsible for collecting the order, cf. item 3. sold more than two years after delivery. DEIF can be held liable for defects or non-compliance only if the defective or non-compliant 3. DELIVERY products are returned to DEIF in suitable packaging and only to the All orders are delivered DDP the customer’s premises (Incoterms extent that DEIF, at its sole discretion, confirms the existence of 2020), unless otherwise agreed in writing. the alleged defects or non-compliance. In the event DEIF determines that the returned products are neither defective nor 4. TIME OF DELIVERY non-compliant, DEIF is entitled to charge the customer any costs The time of delivery is stated in the order confirmation issued by which DEIF has incurred on account of the unfounded allegations DEIF. of defects or non-compliance by the customer. The liability, if any, of DEIF for damages - whether arising from breach of the terms 5. RETENTION OF TITLE agreed for the supply of products, is limited to an amount not DEIF shall retain the full title to the product delivered until the exceeding the purchase sum giving rise to the liability. purchase sum, including any interest accrued, is paid in full, cf. below. 10. COMPLAINTS The customer shall submit any complaint in writing to DEIF and 6. INTELLECTUAL PROPERTY RIGHTS AND DATA such complaint shall be submitted as soon as any defect or non- Subject to the provisions set forth herein, the sale by DEIF of a compliance has been observed or should have been observed, but product implies the non-exclusive and non-transferable license to in no event later than two years after the product has been customer under any of DEIF’s intellectual property rights (“DEIF delivered to the customer. In the event the time limit allowed for IPR”) complaints passes, the customer’s right to hold DEIF liable because (1) to use and resell products as sold by DEIF to customer, as well of the defect or non-compliance observed shall lapse. as (2) to use and resell systems of products manufactured by or on 11. PRODUCT LIABILITY behalf of customer that include one or more of such DEIF products. DEIF is liable for personal injury only if such injury is attributable to To the extent that software and/or documentation is embedded or products supplied by DEIF, and only if such injury is attributable to made available by DEIF for downloading into a product, the sale of DEIF’s negligence or negligence of persons for whom DEIF is liable. such product shall not constitute the transfer of ownership rights or DEIF is only liable for damage to property in accordance with the title to such software and/or documentation to customer, but, provisions contained in the US legislation and case law governing subject to the provisions set forth herein, shall only imply a non- product liability and with regard to international transactions only exclusive license to customer under DEIF IPR to use such software in accordance with the first sentence. DEIF is not liable for damage and/or documentation in conjunction with and as embedded in the or injury caused by products made by the customer or by products product. which include components made by the customer or in which products made by the customer have been incorporated, when 7. PAYMENT such damage is attributable to the customer’s products. If a third Unless otherwise agreed in writing, invoices issued by DEIF are due party, for example the customer’s customer, seeks to hold DEIF 30 days after the invoice date. In the event of a delay in payment, liable for damage or injury, the customer is obliged to indemnify interest is payable at a rate of 12 per cent per annum or 0.0329% DEIF in connection with any costs incurred by DEIF as a result daily, calculated daily from the due date and until payment is thereof, including any compensation payable, attorney’s fees and received by DEIF. Notwithstanding the aforementioned, DEIF may costs, etc. The customer is, furthermore, in support of DEIF, obliged at its full and exclusive discretion, choose to revoke any credit to enter into any court proceedings or arbitration case instituted provided, or to insist on payment prior to the tendering of delivery against DEIF by the third party. of any products. The customer is in no event entitled to withhold payment without prior acceptance in writing from DEIF. 12. INDIRECT LOSSES DEIF is in no event liable for the customer’s operating loss, loss of 8. DELAY earnings, installation costs, loss of profits, loss of or damage to In the event that delivery is delayed by more than two weeks, the data, or any other indirect loss, including any loss resulting from customer is entitled to a penalty amounting to one per cent of the the customer’s legal relationship with any third party. purchase sum exclusive of VAT per week for that part of the delivery which is delayed. In no event can this penalty exceed eight 13. REMEDYING DEFECTS AND NON-COMPLIANCE per cent of the purchase sum exclusive of VAT for the part of the If a product is defective or in any other way non-compliant, cf. delivery which is delayed. In the event of delays exceeding eight above, DEIF is entitled, at its own discretion, to remedy such defect weeks, the customer is furthermore entitled to request in writing or non-compliance by effecting repairs, a replacement delivery, or that the agreement be cancelled, unless delivery is effected within by refunding the purchase sum paid. 14 days thereof. 14. INTELLECTUAL PROPERTY RIGHTS INDEMNITY 9. DEFECTS AND NON-COMPLIANCE DEIF, at its sole expense, shall: DEIF is obliged and entitled to remedy any defects or non- (a) defend any legal proceeding brought by a third party against compliance in accordance with the contents of the present the customer to the extent that the proceeding includes a claim provision. DEIF is liable for the defects or non-compliance which is that any product supplied by DEIF hereunder directly infringes the attributable to DEIF, and which result from defects in design, claimant’s patent, copyright, trademark, or trade secret; and materials, software or manufacture. DEIF is not liable for any (b) hold the customer harmless against damages and costs Ref.: 4040000127G Page 1 of 2
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