SIGNOPTICOM LIMITED “BLOOMICE SL” – TERMS AND CONDITIONS OF SALE
The sale of products and services (“Products”) by BLOOMICE SL and its divisions, subsidiaries, and affiliates are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication (“Order”). Preprinted terms and conditions on any document of customer (“Customer”) (for example: Orders or confirmations) and/or BLOOMICE SL failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.
Quotations from BLOOMICE SL are invitations to tender and are subject to hange without notice. All Orders are subject to acceptance by BLOOMICE SL. Contracts between Customer and BLOOMICE SL are formed upon BLOOMICE SL written acceptance or execution of Customer’s Order and shall be subject to this Agreement. All Orders including Electronic Purchase Orders, for Products indentified by BLOOMICE SL as non-standard or “NCNR”, are noncancelable, non- returnable. BLOOMICE SL may identify products as non-standard or “NCNR” by various means including, but not limited to, quotes, Scope of Services, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without BLOOMICE SL consent. BLOOMICE SL reserves the right to allocate the sale of Products among its Customers.
Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for any Additional Fees.
3. TERMS OF PAYMENT.
Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by BLOOMICE SL. On any past due invoice, BLOOMICE SL may charge interest from the payment due date to the date of payment at 18% per annum, (i) plus reasonable legal fees and collection costs; or (ii) the maximum amount that is allowed under the applicable law if BLOOMICE SL interest rate is deemed invalid. At anytime, BLOOMICE SL may change the terms of Customer’s credit, require financial data from Customer for verification of Customer’s creditworthiness, require a bank guarantee or other security, or suspend any outstanding Orders of Customer. may apply payments to any of Customer’s accounts. If Customer defaults on any payment under this Agreement, BLOOMICE SL may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by BLOOMICE SL to Customer in respect of any of Customer’s accounts will expire if nused for twelve (12) months following he date of issuance of such credit.
4. DELIVERY AND TITLE.
Unless otherwise specified by BLOOMICE SL in writing, all deliveries by BLOOMICE SL are EXW BLOOMICE SL warehouse. Title shall pass to Customer upon delivery of the Products to the carrier. BLOOMICE SL delivery dates are estimates. BLOOMICE SL is not liable for delays in delivery. BLOOMICE SL reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
BLOOMICE SL warrants that for a period of 24 months after delivery of the Products to Customer. Any value added work performed by BLOOMICE SL on Products will conform to Customer’s specifications. To the extent permitted by law, BLOOMICE SL makes no other warranty, express or implied, such as warranty of merchant-ability, fitness for purpose or non- infringement. Customer’s sole remedies for breach of BLOOMICE SL warranty are, at BLOOMICE SL choice:
(i) repair the Products;
(ii) replace the Products at no cost to Customer; or
(iii) refund Customer the purchase price of the Products.
6. PRODUCT RETURN.
Customer may return Products to BLOOMICE SL only with a return material authorisation (“RMA”) number issued by BLOOMICE SL. Customer must notify BLOOMICE SL in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by BLOOMICE SL. RMAs will not be granted or damage, shortage, or other discrepancy created by Customer OR Carrier or freight provider . Product return pursuant to a warranty requires written notice from Customer to BLOOMICE SL within the warranty period detailing the Product defect. Customer must return the Products to BLOOMICE SL freight prepaid in original cartons or equivalent, with acceptable proof of purchase, within the warranty period and as specified in the RMA. At BLOOMICE SL discretion, BLOOMICE SL will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer’s account at Customer’s expense.
7. LIMITATION OF LIABILITY.
To the extent permitted by law, neither BLOOMICE SL nor its employees or gents are liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of Customers). To the extent permitted by applicable law, Customer’s recovery from BLOOMICE SL for any direct damages will not exceed the price of the product at issue. To the extent the preceding limitation of liability is deemed invalid under applicable law, BLOOMICE SL total liability in any event will not exceed USD $50,000 or the equivalent thereof. Customer will indemnify, defend and hold BLOOMICE SL harmless from any claims based on:
(i) BLOOMICE SL compliance with Customer’s designs or instructions
(ii) modification of any Product by anyone other than BLOOMICE SL, or
(iii) use of Products in combination with other products or in violation of clause 9 below.
8. FORCES BEYOND BLOOMICE SL CONTROL
BLOOMICE SL is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).
9. USE OF PRODUCTS.
Customer shall comply with the manufacturer’s or supplier’s Product specifications. Products are not authorised for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk.
Certain Products and related technology and documentation sold by BLOOMICE SL are subject to export control laws, regulations and orders of the United States, the European Union, and/or other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any license, permit or authorisation required to transfer, sell, export, re-export or import the Products and related technology and documentation. The Customer will not export or re-export the Products and related technology and documentation to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United Nations, U.S. Department of Treasury, U.S. Department of Commerce or U.S. Department of State. The Customer will not use the Products and related technology and documentation in relation to nuclear, biological or chemical weapons or missile systems capable of delivering same, or in the development of any weapons of mass destruction.
11. PRODUCT INFORMATION.
Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by BLOOMICE SL on an “AS IS” basis and does not form a part of the properties of the Product. BLOOMICE SL makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. SIGNO recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. BLOOMICE SL is not responsible for typographical or other errors or omissions in Product information.
12. GOVERNMENT CONTRACTS.
BLOOMICE SL is a provider of “Commercial Items” as defined in FAR 2.101. BLOOMICE SL agrees to the clauses in the Federal Acquisition Regulation (“FAR”) and Defense Federal Acquisition Regulation (“DFAR”) that are required to be inserted in sub contracts or commercial items as FAR 52.244-6(c)(1), FAR 52.212-5(e)(1), and DFAR 252.244-7000 if it is a sub contract under a Department of Defense prime contract.In accordance with FAR 12.211, Customer will receive only those rights in technical data customarily provided to BLOOMICE SL by component manufacturers. By no means will this be interpreted as providing to Customer unlimited rights in data, software, or intellectual property rights provided by the manufacturers or any other third party.
13. ELECTRONIC ORDERS.
In the event that any part of the purchase and sale of Products, including Customer’s NCNR acknowledgment, utilises lectronic data interchange, Customer’s internal portal or third party portal, or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and BLOOMICE SL. Customer’s acceptance of BLOOMICE SL acknowledgment request or BLOOMICE specification of details with respect to Electronic Purchase Orders via writing, email orother electronic data interchange shall be binding on Customer.
A. This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the BLOOMICE SL entity accepted Customer Order (“Governing Country”) is located. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. If the Governing Country is the United States of AmerIca, the laws and courts of the State of Arizona will apply without reference to Arizona’s conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
B. Customer may not assign this Agreement without prior written consent of BLOOMICE SL, and BLOOMICE SL affiliates may perform BLOOMICE SL obligations under this Agreement.
C. This Agreement can only be modified in writing signed by authorised representatives of both BLOOMICE SL and Customer.
D. BLOOMICE SL and Customer are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship, or partnership.
E. BLOOMICE SL failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
F. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
G. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and Customer will comply with such rights.
H. Customer and BLOOMICE SL will comply with applicable laws and regulations
I. The parties agree to use electronic signatures and agree that any electronic signatures will be legally valid, effective, and enforceable.