These Terms and Conditions of Sale and Service (“Terms”) are applicable to governing the sale of Products, Services, Support and the license of Software by VigVen Tech Mark (“VigVen”).
1. PRICES
a. Unless otherwise indicated on the quotation, prices include shipping and handling charges to the address agreed to by VigVen in accordance with the Applicable Trade Term. Prices are valid for the period indicated on the quotation. Support prices, except for prepaid and Custom Support, may be changed by VigVen upon written notice.
b. Prices exclude any sales, service, value added or similar tax which will be payable by Customer in addition to the purchase price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.
2.ORDERS, CANCELLATIONS AND RETURNS
All orders are subject to acceptance by VigVen. Product orders must specify Delivery within Three (3) months from order date Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge but at least 8 weeks before the delivery date asked for in their Purchase order. Cancellation of orders or rescheduling shipment for Custom Products will be subject to VigVen’s approval. Cancellation of a Repair Support order will be subject to applicable charges. Information regarding applicable Repair Support cancellation charges will be made available upon request
Cancellation Charges of 50% is payable if any Order cancellation is made within 8 Weeks of the delivery requirements. Product returned will also be subject to VigVen’s approval and the applicable return/repairs/Calibration charges.
3. SHIPMENT, TITLE AND RISK OF LOSS
a. VigVen will make reasonable efforts to meet Customer’s Delivery and shipment requirements. If VigVen is unable to meet Customer’s Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer’s sole remedy is to cancel the order.
b. Title to hardware Products and risk of loss and damage will pass to Customer at the address agreed to by VigVen in accordance with the Applicable Trade Term.
4. INSTALLATION AND ACCEPTANCE
a. For Products with installation included in the purchase Order, acceptance by Customer occurs upon completion of installation by VigVen. Installation is complete when the Product passes VigVen’s/ Manufacturers installation test procedures. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery.
b. If Customer schedules or delays installation by VigVen more than thirty (30) days after Delivery, by default Customer acceptance of the Product(s) will occur on the thirty-first (31st) day after Delivery without any prejudice.
5. PAYMENT
a. Payment terms are subject to VigVen credit approval. Payment is due immediate from VigVen’s invoice date. Invoices for contractual Support will be issued in advance of the Support period. VigVen may change credit or payment terms at any time should Customer’s financial condition or previous payment record so warrant.
b. VigVen may discontinue support or any specific performance if Customer fails to pay any sum due, or fails to perform under this or any other VigVen’s Support agreement ,if after ten (10) days written notice, the failure has not been rectified
6. WARRANTY
a. Each Product will receive a Factory warranty. A Factory warranty at the time of shipment includes the standard warranty for the country in which the purchase has been made. If a Product is moved to another country, the destination standard warranty terms may not apply for on-site warranty where VigVen does not have an applicable support presence in that country.
b. Product warranty information is available with Products, on quotations, or upon request. The warranty period begins on the date of invoice. Customer may receive a different warranty when the Product is purchased as part of a system or upgrades as the case may be. VigVen warrants VigVen hardware Products free of any defects in materials and workmanship, and further warrants that the Products will conform to Specifications.
c. VigVen warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by VigVen. VigVen further warrants that VigVen owned standard Software will substantially conform to Specifications. VigVen does not warrant that Software will operate in hardware and software combinations selected by Customer or meet requirements specified by Customer.
d. VigVen does not warrant that the operation of Products will be uninterrupted or error free. If VigVen receives notice of defects or non-conformance as defined in Sections 6(c) and 6(d) during the warranty period, VigVen will, at its option, repair or replace the affected Product(s) either at Customer Site or in VigVen’ s facility.
e. VigVen will pay expenses for shipment of repaired or replacement Product(s). If VigVen is unable, within a reasonable time, to repair or replace the affected Product(s), Customer will be entitled to a refund of the purchase price upon return of the Product(s) to VigVen by the Customer within a period of 30 days but Customer must notify VigVen of any defects or workmanship or of any Non Conformance to specifications within 30 days of Purchase.
f. VigVen warrants that VigVen Support will be provided in a professional manner. For Repairs carried out by VigVen Warranty on the repaired portion will be ninety (90) days from the date of repair, VigVen will replace, at no charge, defective parts used in VigVen’s repair of Products.
g. Some Products supplied by VigVen, may contain repaired or refurbished parts or VigVen may use remanufactured parts which are equivalent to new in performance. VigVen reserves the right to invalidate Customer’s warranty for Products with an onsite warranty, or Products that have been installed by VigVen, in the event Customer relocates such Products. Customer’s warranty for such Products may be reinstated provided VigVen verifies, at Customer’s expense, that such Products are in good operating condition. The above warranties do not cover defects resulting from improper or inadequate maintenance, installation, repair or calibration performed by Customer or a third party not authorized by VigVen; Customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.
7. SUPPORT
a. Customer may order Support from VigVen’s current Support offering as available. Orders for Support are also subject to the Product specific Support terms and the terms indicated on the quotation.
b. To enter in to Support agreement, all VigVen Products considered must be at current specified revision levels and may require VigVen’s certification, at Customer’s expense for determining that Products are in good operating condition prior to such AMC agreements. Subject to Support of Products moved to another location is subject to availability.
c. Customer is responsible for removing any products not eligible for Support to enable VigVen to perform Support services. Additional charges, computed at VigVen’s standard rates, may be incurred for any extra work caused by such products.
d. Support does not cover any damage, defects or failures caused by: Use of non-VigVen materials modifications by customer s/w or supplies or used with other suppliers products; Environmental or location specific conditions that do not conform to VigVen’s site specifications; or neglect, improper use, fire or water damage, electrical /Magnetic disturbances, transportation, work, or modification by non-VigVen employees or subcontractors, or other causes beyond VigVen’s control.
e. Customer is responsible for maintaining operational procedures external to the Products or devise processes to reconstruct lost or altered Customer Data files, data or programs. Customer will have a representative present when VigVen provides Support services at Customer’s site. Customer will notify VigVen if Products are being used in an environment which poses a potential health hazard to VigVen employees or subcontractors. VigVen may require Customer to maintain such Products under VigVen supervision.
f. VigVen Support packages may be purchased along with Product purchase and such coverage will be honoured by any VigVen repair center. Additional on-site Support coverage may be purchased and such coverage will be limited to the country in which the additional coverage was purchased.
g. Subject to Section 3(b) above, Customer may delete Products under a Support agreement or may cancel a Support agreement upon sixty (60) days written notice. Upon sixty (60) days written notice, VigVen may delete Products no longer included in VigVen’s Support offering or may cancel a Support agreement.
8. INTELLECTUAL PROPERTY CLAIMS
a. VigVen will at its option defend or settle any claim against Customer that Products (excluding Custom Products) delivered under these Terms infringe an intellectual property right in the country where the Products are used or sold, provided Customer promptly notifies VigVen in writing and cooperates with and provides control of the defense or settlement to VigVen, to the extent legally permissible.
b. In the event of an infringement claim under Section 9 (a), VigVen will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, VigVen may, at its option, modify the Product, procure any necessary license or replace it. If VigVen determines that none of these alternatives is reasonably available, VigVen will refund Customer’s purchase price upon return of the Product
c. VigVen has no obligation for any claim of infringement arising from: VigVen’s compliance with, or use of, Customer’s designs, specifications, instructions or technical information; Product modifications by Customer or a third party; Product use prohibited by Specifications or related application notes; or use of the Product with products not supplied by VigVen. These terms state VigVen’s entire liability for claims of intellectual property infringement.
9. Remedies and Limitation of Liability of VigVen:
a. In no event will VigVen, its subcontractors or suppliers be liable for any special, Direct, incidental, indirect or consequential damages (including downtime costs, loss of Electronic Data, costs involving recovery of Lost Data, Deemed Loss of profits, or cover any cost whatsoever) regardless of whether such claims are based on contractual, Warranty, Guarantee or based any other legal theory, even if advised of the possibility of such damages. VigVen has the right to exclude and is independent of any remedy set forth in these Terms.
b. To the extent that limitation of liability is permitted by law in India VigVen’s liability to Customer is limited to the purchase price of the product, except that VigVen’s obligation to make warranty refunds under Section 6 is limited to the Product purchase price.
c. The limitations set forth in Sections 8 (a) and 8 (b) above will not apply to infringement claims under Section 9, or to damages for bodily injury or death.
d. The remedies in these Terms are Customer’s sole and exclusive remedies.
10. Other General Terms
VigVen will not be liable for any performance delays due to any General Strikes in the Factory, Floods, and Earth Quakes or for non-performance, or due to act of God or nature, will resort to Force Majeure, or due to any reason beyond its reasonable control.
Customer may not assign or transfer products/service sold to them by VigVen to any third party without VigVen’s prior written consent. Any attempted assignment or transfer without such consent will render any contract treated null and void. As conditions to such consent; (i) the assignee or transferee must agree in writing to the applicable VigVen Support terms; (ii) VigVen may require that all Products included within a Support agreement are in good operating condition; and) VigVen may request for applicable charges in connection with the assignment or transfer. Customer may not initiate a Support agreement in connection with any bankruptcy proceedings without VigVen’s written consent. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
VigVen will store and use any of the Customer’s Personal Data in accordance with VigVen’s privacy practices, which are available upon request from email: [email protected]
11. INCOTERMS 2017
INCOTERMS are a set of three-letter standard trade terms most commonly used in international contracts for the sale of goods. It is essential that you are aware of your terms of trade prior to shipment.
EXW – EX WORKS (… named place of delivery)
The Seller’s only responsibility is to make the goods available at the Seller’s premises. The Buyer bears full costs and risks of moving the goods from there to destination.
FCA – FREE CARRIER (… named place of delivery)
The Seller delivers the goods, cleared for export, to the carrier selected by the Buyer. The Seller loads the goods if the carrier pickup is at the Seller’s premises. From that point, the Buyer bears the costs and risks of moving the goods to destination.
CIP – CARRIAGE AND INSURANCE PAID TO (… named place of destination)
The Seller pays for moving the goods to destination. From the time the goods are transferred to the first carrier, the Buyer bears the risks of loss or damage. The Seller, however, purchases the cargo insurance.
DDP – DELIVERED DUTY PAID (… named place)
The Seller delivers the goods -cleared for import – to the Buyer at destination. The Seller bears all costs and risks of moving the goods to destination, including the payment of Customs duties and taxes.