Terms & Conditions

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Terms & Conditions of Sale

Other documents. This sale is subject to the terms and conditions stated herein, on the face of the invoice, and in all other documents accompanying the purchased product(s) which are in lieu of and replace any and all terms and conditions set forth in any documents issued by the customer, including, without limitation, any purchase orders and any specifications. In case of conflict between the terms and conditions stated here and those on the face hereof, those on the face hereof shall control. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY EFRONIX, SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON EFRONIX. No waiver or amendment to these terms and conditions shall be binding on Efronix unless made in a writing expressly stating that it is such a waiver or amendment and signed by Efronix.

Definitions. “Software” shall mean such software programs provided by Efronix in machine readable object, printed, or interpreted form; “Product” or “Product(s)” shall mean any configuration of hardware and software, including documentation, sold or licensed to the customer. “Seller” shall mean the Seller of the Product(s).

Acceptance. All orders of Products placed by customer with Efronix shall be subject to acceptance by Efronix. Acceptance by customer of Products sold by Efronix shall constitute acceptance of these terms and conditions.

Payment. Customer shall pay Efronix for all charges listed on Efronix' invoice. Unless otherwise stated on the face hereof, all payments shall be due upon receipt of invoice. On any amounts not paid when due, customer agrees to pay interest at the rate of 1-1/2% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then customer agrees to pay the highest rate allowed by law. In addition, customer agrees to pay all costs of collection, including costs of litigation and reasonable attorney’s fees. Efronix reserves the right to obtain a security interest in the Products sold to customer, and in proceeds thereof, until payment is made in full by customer. Customer agrees to execute financing statements and other instruments at Efronix' request. A NAf 50,- collection fee will be charged for all dishonored checks.

Taxes. Unless otherwise stated on the face hereof, stated prices do not include OB tax (Omzet Belasting.)

Title. The risk of loss of Products shall pass to Customer upon delivery to Customer at Efronix' facility or delivery at customer’s installation address. Title to Products passes from Efronix to Customer only upon full payment of the purchase price. Title to Software shall remain with the applicable licensor(s).

Returns and adjustments. No Product may be returned for any reason without the prior approval of Efronix. All returns shall be delivered to Efronix' facility in the original packaging or equivalent, together with a dated proof of purchase (including invoice) and a returned material authorization (RMA) number. The RMA number may be requested from Efronix.

Force majeure. Efronix shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or other difficulties which are beyond the control, and without the fault or negligence, of Efronix. Quantities are subject to availability. In the event of production difficulties or Product shortages, Efronix may allocate sales and deliveries at its sole discretion.

Component resale. Customer shall not engage in the business of reselling components purchased from Efronix, or remove components from Product for resale, except upon express prior written authorization of Efronix. Removal of components from Product by Customer without prior written approval of Efronix or with the assistance of Efronix technical support or Efronix qualified third party service providers shall void any applicable limited warranty as to such component.

Limited Warranty. UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY EFRONIX, EFRONIX MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE PRODUCT(S) SOLD BY EFRONIX.

Any claim against Efronix must be made within the applicable warranty period and Efronix has no liability thereafter. Efronix has the option, if it determines that a defect exists in materials or workmanship, to repair or replace any defective part, or issue a credit or refund to customer. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, usage not in accordance with product instructions, acts of nature or improper installation, or repairs made by anyone other than Efronix, Efronix-qualified third-party service providers, or you with the assistance of Efronix technical support. EFRONIX MAY REPAIR OR REPLACE PARTS WITH FUNCTIONALLY EQUIVALENT NEW OR RECONDITIONED PARTS. Any parts replaced by Efronix shall become the property of Efronix. All warranties granted on Products are to the initial customer end-user and are non-transferable.

Customer agrees to indemnify and hold Efronix harmless from all claims, judgments, liabilities, expenses, or costs arising from customer’s breach of these terms and conditions of sale and/or acts or omissions. CUSTOMER IS RESPONSIBLE FOR BACKING-UP CUSTOMER’S HARD DRIVE PRIOR TO FORWARDING SAME FOR REPAIR OR REPLACEMENT. EFRONIX WILL NOT BE RESPONSIBLE FOR DATA LOST ON CUSTOMER’S HARD DRIVE DURING THE COURSE OF SHIPMENT, REPAIR OR REPLACEMENT.

Critical components. Efronix' Products are not authorized for use as critical components in life support devices or systems without the express prior written approval of the President of Efronix. Life support devices or systems are those which are intended to support or sustain life and whose failure to perform can be reasonably expected to result in a significant injury to the user. Critical components are those whose failure to perform can be reasonably expected to cause failure of a life support device or system or affect its safety or effectiveness.

Limitation of liability. IN NO EVENT SHALL EFRONIX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EFRONIX' PERFORMANCE OR FAILURE TO PERFORM UNDER THIS SALE, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF EFRONIX, OR OTHERWISE.

No warranty of intellectual property rights. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT EFRONIX DOES NOT WARRANT THAT THE PRODUCT IS FREE OF CLAIMS OF PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT INFRINGEMENT BY ANY THIRD PARTY. EFRONIX HEREBY DISCLAIMS ANY SUCH WARRANTIES OR INDEMNIFICATION AGAINST SUCH INFRINGEMENT(S) OF INTELLECTUAL PROPERTY RIGHTS.

Substitutions and modifications. Efronix reserves the right to substitute or change materials, parts, Product specifications or functional attributes at any time without notice.

User Rights to Software. Software is protected by copyright law and/or international treaty provisions. Your rights relating to a particular Software program are set forth in the license agreement document provided by the owner(s) of the Software that is included with the Product.

Governing law. This agreement is governed by the laws of the Netherlands Antilles, without regard to its conflict or choice of law provisions. Customer acknowledges and agrees that the Netherlands Antilles is an appropriate place for venue of any litigation and that the Netherlands Antilles courts have jurisdiction over this agreement and customer.

Assignment. Customer may not assign its rights or obligations hereunder without the express prior written consent of Efronix.

Entire agreement. These terms and conditions, including those on the face hereof, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of customer’s documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.

Last Updated:

May 12, 2005