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Terms and Conditions

 

GENERAL CONDITIONS OF SALE

The terms and conditions set forth herein shall be deemed accepted by Buyer as expressly set forth unless Buyer gives written notification to NemaVision-iPC within ten (10) days of its receipt hereof advising NemaVision-iPC of any objections hereto. Any provisions or conditions of Buyer's order which are in any way inconsistent with or in addition to these terms and conditions shall not be binding upon NemaVision-iPC and shall not be applicable, not withstanding its acceptance of buyer's purchase order, unless signed in writing by a duly authorized representative at NemaVision-iPC Headquarters.

PRICE POLICY

Prices for NemaVision-iPC products and/or services shipped under these terms and conditions will be those quoted and accepted by customer at time of purchase.

The prices that pertain to orders supported by a valid written quotation given by NemaVision-iPC for NemaVision-iPC products and/or services placed by Buyer will be the respective list prices less applicable discounts as published by NemaVision-iPC in effect when the particular order is placed.

Goods can be purchased in either The Euro, US Dollars or GB Pounds Sterling.  The published prices on this web site are subject to varience in international exchange rates and are liable to change without notice at any time.

BLANKET ORDER

Blanket orders must be accompanied by a firm release schedule, with minimum shipments of €5,000 net or 10 percent of the order, whichever is larger. All shipments must be within 12 months of the order date.

All blanket orders will only be filled based upon the prices in effect at the time of delivery; unless a valid quotation has been issued in writing guaranteeing prices for a longer term and specifying guaranteed delivery dates.

All discounts for blanket order quantities will be honored, even though applied to the prices in effect at the time of delivery, and in the event of a price change, all customers will be given the option of canceling or rescheduling orders without penalty.

MINIMUM ORDER VALUE (MOV)

€35.00 for orders less than €200.00;

£35.00 for orders less than £200.00;

$50.00 for orders less than $350.00.

TAXES

Prices do not include any federal, state, or local property, license, privilege, sales, use, excise, gross receipts, value added, or other like taxes which may now or hereafter be applicable to, measured by, or imposed upon, or with respect to the transaction, the property, its sale, its value, or its use, or any services performed in connection therewith. Such taxes are for the account for the purchaser and the purchaser agrees to pay or reimburse any such taxes which NemaVision-iPC or its contractors or suppliers are required to pay.

TERMS OF PAYMENT AND DELAYED PAYMENT

Terms of payment of customers with satisfactory credit are net 30 days from the date of invoice. To avoid delay in filling orders, purchasers without previous experience with NemaVision-iPC should include credit information or references with or before their first order, remit cash...

If the goods are delivered in installments, Buyer shall pay for each installment in accordance with the terms hereof. Payment shall be made for the goods without regard to whether Buyer has made or may make any inspection of the goods. If shipments are delayed by Buyer, payments are due from date when NemaVision-iPC is prepared to make shipments. If manufacture is delayed by Buyer, payment shall be the percent of completion at the scheduled shipping date multiplied by the contract price.

Buyer shall assess a 1.5% per month service charge on any amounts due and owing over 30 days.

BANK CHARGES

All bank charges to be paid by the customer.

Intermediary Bank Charge for negoatiation of US Dollar Invoices: USD. 40.00 per invoice  This is a mandatory international charge.

FORCE MAJEURE

The company will not be liable for any breach of agreement, for delay or failure to perform if the delay or failure is due to acts of God, civil commotion, riots, floods, drought, fire, legislation or other cause beyond the company's reasonable control. This does not affect your statutory rights. If the company chooses not to enforce a right under this agreement, that decision will not prevent the enforcement of other rights, or the same right on a later occasion.

DELIVERY

Purchase orders for all NemaVision-iPC products must be received by NemaVision-iPC with sufficient lead time so that normal delivery can be scheduled by NemaVision-iPC. Delivery will not be made until a binding purchase order is received from the Buyer at NemaVision-iPC offices and confirmed to the Buyer by NemaVision-iPC or its authorized representative.

Buyer to pay all shipping and related expenses. Normally, shipping charges are prepaid by NemaVision-iPC and added to the invoice.

Scheduled or stipulated shipping dates are approximate and based upon prompt receipt of all necessary information from Buyer.

NemaVision-iPC shall not be liable for any loss, damage or delay in delivery due to causes beyond its reasonable control, or acts of God, acts of the Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delay in transportation, transportation embargoes, or inability due to causes beyond its reasonable control to obtain necessary engineering talent, labor, materials or manufacturing facilities. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay.

TITLE

Title in the equipment shall remain with NemaVision-iPC as security only and until full payment therefore. Risk of loss for the equipment shall pass to Buyer upon shipment from F.O.B. point.

NON-WAIVER DEFAULT

Each shipment made under order shall be treated as a separate transaction, but in the event of any default by Buyer, NemaVision-iPC may decline to make further shipments without in any way affecting its rights under such order. If despite any default by Buyer, NemaVision-iPC elects to continue to make shipments, NemaVision-iPC's action shall not constitute a waiver of any default by Buyer or in any way affect NemaVision-iPC's legal remedies for any such default.

In the event of Buyer's default hereunder for nonpayment or otherwise, Buyer agrees to assume and pay any and all costs and expenses incurred by NemaVision-iPC in enforcing its rights under this contract, including but not limited to reasonable attorney fees and court costs.

QUOTATIONS

All written quotations automatically expire unless accepted, or expressly extended, beyond the date quoted. Verbal quotations expire the same day they are made. Quotations to be binding must specifically identify product and list the actual quantities involved. All stenographic and clerical errors are subject to correction.

In accordance with the NemaVision-iPC WARRANTY, any QUOTATION (PROPOSAL) or sale by NemaVision-iPC involves only the equipment identified therein such that NemaVision-iPC will not be obligated or liable for the application of or the sufficiency of such equipment related to the use thereof.

EQUIPMENT WARRANTIES

For all standard catalogue products, NemaVision-iPC warrants that the article to be delivered under this order will be free from defects in material and workmanship under normal use and service for a period of ONE year from date of delivery, unless stated otherwise in writing at time of purchase.  All warranties are contingent upon proper use in the application for which the products are intended and do not cover products which have been modified without NemaVision-iPC's approval or which have been subjected to operating and/or environmental conditions in excess of the maximum values established therefore in the applicable specifications, or testing, repair, alteration, damage, assembly or processing that alters physical or electrical properties.

Repair of equipment covered by this warranty is handled by return to the factory only. All units must be adequately packed to prevent damage in transit.

Customers MUST obtain a Service Authorization Number (SAN) assigned by the factory prior to return. This SAN is issued after notification by the customer of the anticipated return, with serial number, model number, symptoms, and the name and phone number of a technical contact at the user's facility.

For products covered, NemaVision-iPC will pay the cost of outgoing freight, via standard Freight. In addition, NemaVision-iPC will update units with factory recommended engineering changes which may affect reliability.

Repairs or adjustments due to misuse, wear and tear, or damage from other causes are not covered and will be quoted using the current Customer Service Price List.

SOFTWARE WARRANTY

NemaVision-iPC produced software is sold on an "AS IS" basis and is provided without warranty, however, it shall be free from errors which materially affect the utility of the software. NemaVision-iPC will provide telephone support to client for 90 days from date of shipment at no additional charge. Extended software maintenance and support is available as an option. Use of the PowerVIEW, OpenControl, Paragon or Hyperkernel products is governed by the provisions of the correspondent License Agreement which accompanies the software.

OTHER WARRANTIES

Non-NemaVision-iPC Manufacturer Products, Components, Equipment, Systems, or SOFTWARE supplied by NemaVision-iPC which are not the original design and/or manufacture of NemaVision-iPC shall be warranted only to the extent of the original equipment manufacturer or supplier extends a warranty to NemaVision-iPC, and that such warranty can be enforced.

The foregoing Warranties set forth are exclusive and in lieu of all other Warranties whether statutory, express or implied (including all Warranties of merchantability and fitness for particular purpose and all Warranties arising from course of dealing or usage of trade), except of title and against patent infringement. The remedies provided above are the purchaser's sole remedies for any failure of NemaVision-iPC to comply with its obligations. Correction of any non-constitute complete fulfillment of all the liabilities of NemaVision-iPC whether the claims of the purchaser are based in contract, in tort (including negligence) or otherwise with respect to or arising out of the equipment, services or training furnished hereunder.

PATENT INDEMNITY

NemaVision-iPC shall not be liable for any collateral, incidental, or consequential damages arising out of patent infringement. If infringement is alleged prior to completion of delivery of the goods, NemaVision-iPC may decline to make further shipments without being in breach of this contract. The foregoing states the sole and exclusive liability of NemaVision-iPC for patent infringement and is in lieu of all warranties, express or implied, in regard thereto.

SPECIFICATIONS, BUYER SUPPLIED EQUIPMENT

NemaVision-iPC may modify the specifications of goods designed by NemaVision-iPC providing that the modifications will not materially affect the performance of the goods. Material, tools, dies, documents, and other equipment furnished NemaVision-iPC by Buyer shall be at Buyer's risk and expense.

MODIFICATION OF SCOPE OF WORK/SPECIFICATIONS

Any modification to the scope of work or the specifications of the articles to be delivered, made for the benefit of the Buyer, shall be at the option of NemaVision-iPC. In the event that such modifications are made, NemaVision-iPC shall within a reasonable time notify the Buyer in writing of the extent of such modifications and the additional cost to be paid by Buyer for such modifications. The earlier of the receipt of such writing or the receipt of such goods and/or service shall serve as the date of notice of such change in the terms of this contract. Unless Buyer shall have made written notice to NemaVision-iPC within ten (10) business days of such receipt, of his objections to such changes, Buyer shall be deemed to have accepted such additional terms not withstanding any requirements Buyer may otherwise have with respect to the issuance of work change orders or revised purchase orders.

TRAINING

When included in the scope of NemaVision-iPC supply or as a part of a representation agreement, NemaVision-iPC shall provide its standard training course(s) including all course material in accordance with its current schedule. Enrollment of purchaser's or representative/distributor's employees shall be in scheduled courses and shall be determined by space availability. Unless otherwise stated in the order or agreement, all training courses shall be conducted on NemaVision-iPC nominated premises.  The purchaser or representative/distributor shall be responsible for all travel, lodging and living expenses of its employees attending the NemaVision-iPC training course(s); and, shall indemnify and save NemaVision-iPC harmless against all claims for physical damage to property and personal injury, including death, which are caused by or resulting from acts or omissions of the purchaser's employees while on the premises or nominated premises of NemaVision-iPC.

CONFIDENTIAL INFORMATION

All software and hardware, drawings, diagrams, manuals, specifications and other materials furnished by NemaVision-iPC relating to the use and service of articles furnished hereunder, including any information, are proprietary to NemaVision-iPC. Such software and hardware, diagrams, manuals, drawings, specifications and other materials, have been developed at a great expense and are considered to be trade secrets of NemaVision-iPC. Buyer may not reproduce in any way, such diagrams, drawings, manuals, specifications and other materials. All documents and/or material aforementioned relative to the articles, supplied directly by NemaVision-iPC (except information as may be conclusively established to be in the public domain or disclosed pursuant to judicial or Government action) shall be received in confidence and Buyer shall exercise reasonable care to hold such information in confidence.

LIMITATION OF LIABILITY

NemaVision-iPC, its subcontractors and suppliers of any tier, shall not be liable in contract or in tort (including negligence or strict liability) for loss of profits or revenue, loss of use of equipment or plant, cost of capital, cost of purchased or replacement power or equipment, claims of customers of the purchaser, or for any special, indirect, incidental, or consequential damages.

The remedies of the purchaser set forth herein are exclusive and the liability of NemaVision-iPC with respect to any contract, or anything done in connection therewith such as performance or breach thereof, or from manufacture, sale, delivery, resale, installation or technical direction of installation, repair or use of any equipment covered by or furnished under the contract, whether in contract or in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the equipment, part or service on which such liability is based.

CANCELLATION AND TERMINATION

(a) No cancellation by Buyer for default shall be effective unless and until NemaVision-iPC shall have failed to correct such alleged default within a reasonable period of time after receipt by NemaVision-iPC of a written notice specifying such default. NemaVision-iPC shall not be liable for any delay in or failure of performance hereunder due to any cause beyond its control. The delivery schedule hereof shall be considered extended by a period of time equal to the time lost because of any delay which is outside of the control of NemaVision-iPC. In the event NemaVision-iPC is unable wholly or partially to perform because of any cause beyond its control, NemaVision-iPC may terminate this order, without further liability to Buyer.

(b) Buyer may terminate this order, other than for default if such right is applicable, only upon payment of all NemaVision-iPC's cost incurred for and reasonably allocated to the terminated portion of the work in accordance with generally accepted accounting principles and practices, plus a reasonable profit on such costs. Unless otherwise agreed and confirmed in writing, items scheduled for shipment are not subject to revision, reschedule or termination within thirty (30) days prior to shipment.

ASSIGNS

Any contract made hereunder shall be binding upon and to the benefit of the successors and assigns of the entire business and goodwill of either NemaVision-iPC or Buyer of that part of the business either used in the performance of such contract, but shall not be otherwise assignable except for the collection of sums payable as a result of this contract.

CUSTOMER RETURNS

All returns are at the discretion of NemaVision-iPC and require written authorization by NemaVision-iPC stating the terms of the return.  Any items returned for credit must be accompanied by an RMA (Return Material Authorization) number. This RMA number will be issued by Customer Care and must be on all packages and documents. 

NemaVision-iPC Terms and Conditions v6.0- July 2016.  Our Terms and Conditions are subject to change at any time without prior notice.

NemaVision-iPC B.V.

Berkengaarde 42
2742TR Waddinxveen
The Netherlands

Tel:+31-(0) 182 640526 

NemaVision-iPC B.V. is registered in The Netherlands KvK No.66142954.

NemaVision-iPC Limited is registered in England No. 02508971. Registered Office: Strathmore, 53 Bowleaze Coveway, Preston, Weymouth, Dorset DT3 6PL.