(a) These Terms and Conditions shall apply to all contracts for goods sold or work done by 4DSP B.V. and/or 4DSP Inc. (hereinafter referred to as "4DSP") and purchased by any customer (hereinafter referred to as "Customer").
(b) These terms and conditions shall constitute the whole agreement between 4DSP and its Customers and may not be modified or varied unless specifically accepted by 4DSP in writing.
(c) Each order received and accepted by 4DSP will be deemed to be a separate Contract to which these conditions of sale shall apply.
2. PRICES AND ORDERS
(a) Quotations are made by 4DSP upon Customer’s request but there is no obligation for either party until 4DSP accepts the Customer’s order.
(b) 4DSP reserves the right to increase the price of goods agreed to be sold in proportion to any increase of costs to 4DSP between the date of acceptance of the order and the date of delivery or where the increase is due to any act or default of the Customer, including the cancellation or rescheduling by the Customer of part of any order.
(c) 4DSP reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer's commitment with 4DSP not being met. Such cancellations will incur a fee, in proportion to the value of the order.
(d) 4DSP reserves the right (without prejudice to any other remedy) to cancel any order or to suspend delivery in the event of not being granted an export license for any part of the order. Such cancellations will incur a fee, in proportion to the value of the order. No orders will be accepted from customers listed in the embargoed countries for the Strategic Export Control. (See www.exportcontrole.ez.nl or www.export.gov)
3. DELIVERY
(a) Any delivery date quoted is only an estimate and not of the essence. 4DSP accepts no liability and responsibility for any delay in delivery or failure to deliver.
(e) Delivery of the Goods to a carrier for transmission to the Customer or the prior delivery of the Goods to the stipulated place of delivery shall constitute delivery to the Customer and the risk therein shall, upon such delivery pass to the customer.
(f) If the goods are not received by the Customer within seven days from the date of the relevant invoice, the carrier and 4DSP must at once be informed.
(g) Unless otherwise agreed in writing, 4DSP shall be entitled to make partial deliveries or deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery.
(h) Deviations in quantity of the Goods delivered (representing not more than 10% by value) from that stated in the Contract shall not give the Customer any right to reject the Goods or to claim damages and the Customer shall be obliged to accept and pay at the Contract rate for the quantity of goods delivered.
(i) The customer shall not delay any requested delivery times stated in the Contract without the prior written agreement of 4DSP.
4. PAYMENT
(a) All prices and charges quoted by 4DSP are exclusive of VAT unless otherwise stated.
(j) Payment for the goods or services is due on delivery unless otherwise stated or prior agreement or credit given by 4DSP to the Customer. 4DSP therefore shall not be under any obligation to supply the goods until payment has been received. In the event of 4DSP having despatched the goods to the Customer and discovering payment has not been made (for instance if a cheque is dishonoured) then interest at 1.5% per month will be charged on any outstanding amount from said due date of payment until payment is made in full, such interest to accrue on a daily basis.
(k) (c) In the event that a credit account is approved, payments must be made within thirty days from the date of invoice. Failure to comply will result in interest being charged at 1.5% per month.
5. RISK
(a) Notwithstanding that property in the goods has not passed under Clause 6 hereof; the risk of loss or damage to the goods shall pass to the Customer on delivery.
6. RESERVATION OF TITLE
(a) Absolute property in the goods shall remain in 4DSP until: 1. 4DSP has received payment in full of the price and any additional sums due under which the Goods are supplied, and 2. No other sums whatever shall be due from the Customer to 4DSP.
(l) For these purposes, 4DSP has only received a payment when the amount of that payment is irrevocably credited to its account.
(m) Subject to Clause 6(a) 4DSP shall retain title to the Goods where the Goods have been attached to any other product not owned by 4DSP provided the Goods are readily identifiable or separable from the resulting composite or mixed product.
(n) If the Customer (who shall in such case act on his own account and not as agent for 4DSP) shall sell the Goods prior to making payment in full for them, the beneficial entitlement of 4DSP therein shall attach to the proceeds of such sale or to the claim for such proceeds.
(o) The Customer shall store any Goods owned by 4DSP in such a way that they are clearly identifiable as 4DSP’s property, and shall maintain records of them identifying them as 4DSP's property. The Customer will allow 4DSP to inspect these records and the Goods themselves upon request.
(p) In the event of failure by the Customer to pay any part of the price of the Goods, in addition to any other remedies available to 4DSP under these terms and conditions or otherwise, 4DSP shall be entitled to repossess the Goods. The Customer will assist and allow 4DSP to repossess the Goods as aforesaid and for this purpose admit or procure the admission of 4DSP or its employees and agents to the premises in which the Goods are situated.
7. RETURN OF GOODS
(a) Goods incorrectly ordered (either as to type or as to quantity) by the Customer will NOT be accepted for return by 4DSP unless prior approval to such return has been given by 4DSP, such approval to be given at the sole discretion of 4DSP and, if given, may be subject to a payment by the Customer to cover 4DSP’s administration costs.
(q) In the case of any damage to Goods in transit, the Customer must notify 4DSP within 3 (three) days after delivery. 4DSP shall not be required to replace any Goods damaged in transit and the Customer shall be obliged to pay for them, if the Customer does not comply with this notification requirement.
8. WARRANTY
(a) 4DSP warrants that all 4DSP manufactured Goods sold will be free from defects in materials and workmanship for a period of at least twelve months after delivery ("The Warranty Period"). 4DSP’s original invoice number under which the defective goods supplied must be quoted for this purpose.
(r) The said warranty is contingent upon the proper use of the Goods by the Customer and does not cover any part of the Goods which has been modified without 4DSP’s prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will such warranty apply if repair or parts required as a result of causes other than ordinary authorised use including without limitation accident, hazard, misuse or failure of fluctuation of electric power, air conditioning, humidity control or other environmental conditions.
(s) 4DSP products which are found to be defective when returned prepaid to 4DSP within the warranty Period may be repaired or replaced at 4DSP’s discretion. 4DSP’s warranty covers parts, labour and return shipping.
(t) 4DSP makes no warranty of fitness for a particular purpose. 4DSP products are not authorised for use as critical components in life support devices or systems without the express written consent of the Managing Director of 4DSP.
(u) Any software comprised in the Goods is supplied subject always to the manufacturer's/original supplier's standard terms and conditions as contained thereon and delivered therewith and 4DSP shall not be responsible or liable in any respect with regard thereto. 4DSP does not warrant the intellectual content to be free from errors.
9. LIABILITY
(a) No liability will be accepted by 4DSP in respect of damage to or shortage of Goods. 4DSP shall also have no liability in respect of damage or shortages caused by the acts or omission of the Customer or of others or by causes beyond the control of 4DSP.
(v) 4DSP’s liability to the Customer in respect of defects in the Goods shall only be limited to the obligations of replacement under the terms of Clause 9. and 4DSP shall have no other liability whatsoever to the Customer.
10. REPAIR POLICY
(a) 4DSP will attempt to repair or replace (at 4DSP's sole discretion) all hardware manufactured by, or for 4DSP. Hardware is considered out of warranty if: 1. The Standard 12-month warranty period has expired. 2. Upon investigation, it is found that damage has been caused through mishandling or excessive mechanical, thermal or electrical stress.
(w) The customer may contact 4DSP requesting a Returned Material Authorization ("RMA") Order Number and instructions on where to ship the defective Hardware.
(x) The customer must package the Hardware authorized on the RMA Order using commercially acceptable material and packing methods and arrange for shipment to 4DSP, at the customer's expense, within thirty days of the issuance of the RMA Order Number. All Hardware sent to 4DSP for Repair services must include the following: 1. A copy of the RMA Order Form supplied by 4DSP (recommended); 2. A full text description of the defect(s) or malfunction(s); and 3. Each unit must be clearly marked with 4DSP's RMA order number, its product identification (model or part number), and its serial number.
(y) Upon receipt of the defective Hardware and required accompanying documentation, 4DSP will arrange for the Hardware to be inspected and diagnosed and, if found to contain faulty components, repaired or replaced within two weeks of receipt of Hardware. All mandatory design changes and updates will be applied during the Repair process. 1. If the hardware is out of warranty the customer will be contacted and informed of any charges before repair is carried out. The cost of repair will be assessed on an individual basis and will include cost of replacing components and engineering labour at USD70 per hour. 2. 4DSP will return repaired or replaced Hardware to the customer's designated location identified on the RMA Order within two weeks of receipt of hardware. If this is not possible the customer will be contacted and a later delivery date will be arranged. 3. Repaired or replaced Hardware will be billed to the customer at the then current rates for any services provided and not covered by 4DSP's warranty.
(z) Hardware that is reported as defective and is found to be free of defects will be returned to the customer and the customer will be charged a No Fault Found ("NFF") fee, in addition to all other applicable charges for services provided, regardless of the Hardware's Warranty status.
(aa) Hardware that is not repairable to 4DSP standards will be decommissioned by 4DSP, or returned to the customer, per customer instruction, and the customer may be charged for the inspection and diagnosis of the Hardware in addition to all other applicable charges for services provided.
11. FORCE MAJEURE
4DSP shall not be under any liability of whatsoever kind for non-performance in whole or in part of its obligations under the Contract due to causes beyond the control of either 4DSP or its suppliers including, but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, acts of the Customer or a third party, failure or delay in transportation, acts of any Government or any agency, or subdivision thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to 4DSP or its suppliers or shortage of labour, fuel raw materials, or machinery or technical failure. In any such event 4DSP may, without liability, cancel or vary the terms of the Contract including, but not limited to, extending the time for performing the Contract for a period of at least equal to the time lost by reason of such event.
12. NOTICES
Any Notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified on the invoice or such other addresses as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.
13. EFFET OF LEGISLATION
The unenforceability or invalidity of any clause or sub-clause of these Conditions will not affect the enforceability or validity of the remainder and if any of these Conditions or any part of them is rendered void, voidable or unenforceable by any legislation to which it is subject, it will be void, voidable or unenforceable to that extent and no further.
14. INTELLECTUAL PROPERTY
The customer agrees to preserve the Intellectual Property Rights (IPR) of 4DSP and its suppliers as governed by the license agreement delivered along the goods, at all times and that no contract for the supply of goods involves loss of IPR by 4DSP, or its suppliers, unless the contract expressly offers said IPR as part of the contract.
15. LAW
These conditions shall be governed and construed by Dutch law and the Dutch courts shall have exclusive jurisdiction herewith with in the case the products have been purchased from 4DSP BV. These conditions shall be governed and construed by Nevada law and the Nevadan courts shall have exclusive jurisdiction herewith with in the case the products have been purchased from 4DSP Inc.
No action can be brought arising out of any contract more than 12 months after the completion of the contract.
16. WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE)
4DSP will ensure that any end of life product(s), received with prior notice, will be processed in the “best available technique”. 4DSP should be informed that the product(s) are being sent back and the shipment will be made at the customer's expense. This offer is limited to products that have been explicitly manufactured by 4DSP. It does not include any computers, power supplies or housings etc., that have been obtained from other third parties for use with 4DSP equipment. 4DSP reserves the right to amend this policy without further notice.
17. HEADINGS
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
