updated November 14th 2016
GENERAL TERMS AND CONDITIONS OF SALE, REPAIR AND SERVICE
- DEFINITIONS: The following Terms and Conditions of Sale, Repair and Service apply to Quotations or Sales Orders and as used herein the term “sale” shall include the “repair”, “manufacture” and “service” of tools or equipment. The term “Customer” shall include a person or entity for or to whom tools or equipment are “sold”, “manufactured”, “repaired”, “rented” or “serviced”. The term “Company” shall mean Devico and/or its authorized representative. The term “agreement” shall mean Company’s and Customer’s agreement to these Terms and Conditions with respect to this quotation or order transaction.
- QUOTATIONS: Quotations submitted to our Customers are for immediate acceptance and are subject to change without notice.
- PRICES: All prices, unless otherwise stated, are Net F.O.B. point of shipment. An additional charge is made for export boxing and preparation if requested.
- TAXES: Prices do not include sales, use, excise or similar taxes which, if required to be collected by the Company, will be added to the invoice or invoiced separately.
- ACCEPTANCE: These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter herein and may not be amended except in writing by the Company’s authorized representative. All sales and services are subject to Customer’s assent to these Terms and Conditions, which will be assumed if written notice to the contrary is not received (a) within 10 days after sales confirmation date or invoice date, whichever is earlier. These Terms and Conditions are not binding on the parties hereto only to the extent that they are inconsistent with any prior written agreement between the parties.
- REFERENCES: Any references herein to additional documents or other information are for identification only and are not to be construed as a part of this transaction unless the Company specifically so agrees in writing.
- CREDIT: All sales are subject to the approval of Company’s credit department. The Company, without further liability, may suspend performance, require cash payment or adequate security at any time when, in the Company’s sole judgment, Customer’s financial condition or other reasonable grounds for insecurity on the part of the Company warrant such action.
- TERMS OF PAYMENT: Payment terms for Domestic Customers, unless otherwise stated are Net Cash Payment thirty (30) days from date of shipment. Irrevocable Letter of Credit required for direct export orders. All payments shall be made in the quoted currency to the address specified on the invoice. All currency exchange rate charges, duties, taxes, etc. even though not specifically included on the face of the quotation and/or invoice shall be paid by customer. A finance charge equal to the highest amount allowed by law will be added to the amount due on all invoices which are not paid within stated terms.
- DELIVERY: Delivery estimates are based on shop load at the time a quotation is submitted and will be kept to the best of our ability, but are subject to delays beyond our control. The Company assumes no liability for loss or damage or consequential damages due to any delays in delivery.
- TRANSPORTATION: All transportation costs, including drayage charges, whether provided by third parties or by the Company, are the responsibility of the Customer.
- RISK OF LOSS: Delivery loss occurs and the risk of loss passes to the Customer upon the delivery of the goods by Company to the carrier at the point of shipment. Transportation is at Customer’s sole risk and expense and any claim for loss during transit shall be against the carrier only.
- SAMPLES: Customer is responsible for any items furnished or loaned by the Company for Customer’s use in connection with this transaction. Customer shall reimburse the Company for any such items which are lost, damaged or not returned to the Company within ten (10) days after the performance or any breach of this agreement.
- OUTSIDE PROCUREMENT: Tools, parts, equipment or services obtained at Customer’s request from outside (third party) sources will be subject to the terms, conditions and prices established by those outside sources and will be subject to a reasonable overhead charge for handling.
- WARRANTY DISCLAIMER: THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY AND
- CONFIDENTIAL INFORMATION: All drawings, specifications and other materials that may be furnished to Customer relating to the use and service of the articles furnished hereunder and identified as confidential contain proprietary information of the Company. Such materials have been developed at great expense and they contain trade secrets of the Company. Customer may not reproduce or distribute such materials except to Customer’s employees who may use the articles. Except for information as may be established to be in the public domain, Customer shall exercise reasonable care and control to hold such information in confidence.
- ASSIGNMENT: Customer may not assign any of its rights or obligations under this agreement without Company’s written consent. Any purported assignment, transfer or subcontract shall be void and ineffective.
- FORCE MAJEURE: The Company will not be liable for any damages, including special and consequential damages, caused by events of Force Majeure or any other occurrence beyond the Company’s reasonable control.
- INVALIDITY OR FAILURE TO ENFORCE: The failure of either party to enforce any provision hereof will not constitute a waiver or preclude subsequent enforcement thereof. No partial invalidity of this agreement shall affect the remainder.
- GOVERNING LAW: This agreement shall be construed under the laws of Norway.
- ATTORNEY’S FEES: If either party employs an attorney to enforce any provisions of this agreement, the prevailing party shall be entitled to recover from the other party reasonable expenses including attorney’s fees and costs.
- AUTHORITY: Any person executing the instrument covered by these terms and conditions represent that they have the authority to execute and accept the same on behalf of the Customer.
FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES NOT EXPRESSLY PROVIDED HEREUNDER. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY TO PERSONS OR PROPERTY (WHETHER IT BE THAT OF CUSTOMER, CUSTOMER’S EMPLOYEES OR AGENTS OR THIRD PERSONS) BY REASON OF ANY DEFECT IN THE DESIGN, MANUFACTURE, INSTALLATION, USE, REPAIR INCLUDING ANY INFORMATION, TECHNICAL ASSISTANCE OR SERVICES FURNISHED OR FOR ANY OTHER REASON. CUSTOMER HEREBY AGREES THAT IT WILL BE RESPONSIBLE FOR ALL SUCH RISKS AND WAIVES ANY AND ALL IMPLIED WARRANTIES BY THE COMPANY. THE COMPANY ASSUMES NO LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SPECIFIC TERMS AND CONDITIONS OF SALE AND REPAIR
- CANCELLATIONS OR RETURNS: Customer may cancel or make returns under this order only upon submitting to the Company a written request for cancellation or return, which request must be consented to by the Company in writing. Any such cancellation or return request shall be subject to the Company’s cancellation or restocking charges. Special ordered equipment, obsolete or non-current design items or parts thereof may not be returned for credit. Any authorized returns must be shipped to our head office in Norway freight prepaid by Customer. Orders placed for export shipment are not subject to cancellation or return under any circumstances.
- DESIGN: We reserve the right to change or modify the design and/or construction of any product in the due course of manufacturing procedure without notice and without incurring any obligation to furnish or install such changes or modifications on products previously or subsequently sold.
- WARRANTY: Devico has a maximum repair guarantee for new instruments. Updated terms for the repair guarantee can be found at Company´s website.
The Company warrants new devices of its manufacture or bearing its name-plate, when not misused or neglected, to be free from defects in workmanship or material. The Company’s obligation under this warranty is limited to repairing or replacing, at its factory, any device or part thereof which shall, within one year after delivery to the original purchaser, be returned to the factory, transportation charges prepaid, and which on examination reveals to have been thus defective. No back charges for labour, transportation, or other expense involved to either repair allegedly defective goods outside our plant, or to repair damage occasioned by them will be allowed. Non-warranty repair work performed by the Company on Customer’s equipment is warranted with respect to defects in new replacement materials only (excluding labour) for a period of ninety days under the same terms as new devices. Goods or parts thereof not manufactured by the Company are warranted only in accordance with the original manufacturer’s warranty, and then only to the extent we are able to enforce it. This warranty is expressly in lieu of other warranties, obligations or liabilities, expressed or implied by the Company or its representatives. All statutory or implied warranties, other than title, are hereby expressly excluded.
- INDEMNITY: If the Company manufactures or modifies equipment in accordance with Customer’s plans or specifications, Customer will indemnify and hold the Company, its agents, officers and employees harmless from and against all liabilities, losses, claims, causes of action and penalties, including attorney’s fees and court costs, imposed on, incurred by or asserted against the Company on account of bodily injury or death or property damage or destruction (including subsurface property or property rights), or on account of infringement of any patent, design, copyright, or tradename or mark, arising out of, directly or indirectly,
or in any manner connected with such equipment, including all claims and causes of action resulting, either in whole or in part from the Company’s alleged breach of implied or expressed warranty (except as specifically provided herein). All indemnities contained in this agreement will continue in full force and effect notwithstanding the termination of this agreement and are expressly made for the benefit of the Company and its assigns and successors.