Terms of Sale
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
This Agreement contains the terms and conditions that apply to your purchase from the EDB GmbH named on the invoice (“EDB”) that will be provided to you (“Customer”) on orders for EDB products, related services and support. By accepting delivery of the products, services and support described in the invoice, Customer agrees to be bound by and accepts these terms and conditions.
THESE TERMS AND CONDITIONS APPLY
THESE TERMS AND CONDITIONS APPLY
- UNLESS THE CUSTOMER HAS SIGNED A SEPARATE AGREEMENT WITH EDB, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR
- UNLESS OTHER EDB STANDARD TERMS APPLY TO THE TRANSACTION.
These terms and conditions are subject to change without prior written notice at any time, in EDB’s sole discretion.
These terms and conditions may not be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Terms and conditions sent as part of a purchase order will be null and void. Any attempt to alter, supplement or amend this document or to enter a purchase order for product(s), services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and EDB.
This agreement and any sales thereunder shall be governed by the laws of Germany.
Terms of payment are within EDB’s sole discretion, and unless otherwise agreed to by EDB, payment must be received by EDB prior to EDB’s delivery of ordered products, services and support. Payment for the products, services and support will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by EDB. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. EDB may invoice parts of an order separately. Orders are not binding upon EDB until accepted by EDB. Any quotations given by EDB will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. All products remain EDB property until fully paid by the customer, including all past-due sums.
Shipping Charges & Taxes
Separate charges for shipping and handling will be shown on EDB’s invoice(s). Unless Customer provides EDB with a valid and correct tax exemption certificate applicable to the product ship-to location prior to EDB’s acceptance of the order, the Customer is responsible for sales and all other taxes and applicable customs duties associated with the order. If applicable, a separate charge for taxes will be shown on EDB’s invoice.
Title & Risk of Loss
Title to products passes from EDB to Customer on shipment from EDB’s facility. Loss or damage that occurs during shipping by a carrier selected by EDB is EDB’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility. Title to software will remain with the applicable licensor(s).
THE LIMITED WARRANTIES APPLICABLE TO DECONTIS or EDB BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION ALONG WITH THE PRODUCTS, AND THERE ARE NO WARRANTIES FOR SERVICES. EDB MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN EDB’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND EDB WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON EDB’S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. EDB DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EDB’S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN EDB’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. EDB reserves the right to modify its warranty at any time, in its sole discretion. All software is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. EDB does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase and use. The applicable license agreements of software products are also published on the product Web sites operated by EDB.
EDB’s policy is one of on-going product update and revision. EDB may revise and discontinue products at any time. EDB will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Spare parts may be new or reconditioned.
Limitation of Liability
EDB DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EDB WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY APPLIES BOTH TO PRODUCTS AND SERVICES AND SUPPORT CUSTOMER PURCHASES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, EDB IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE EURO AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF SERVICES NOT BUNDLED WITH PRODUCTS UNDER THIS AGREEMENT, EDB IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE EURO AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.
Customer agrees and represents that it is buying for its own internal use only, and not for resale. EDB has separate terms and conditions governing resales.
Service and Support
EDB will provide general service and support in accordance with the then-current service and support policies and conditions in effect. For end-user Customers, EDB’s support people will attempt to handle any problem involving EDB Products in accordance with the Service Level Agreement purchased by the Customer. Support is provided in general via our contact form at german business hours. The service staff communicates in german language only. EDB may, at its sole discretion, revise its general and optional service and support programs and the terms and conditions that govern them. The services and support programs and their terms and conditions in place at the time of purchase will apply to Customer’s purchase. EDB has no obligation to provide service or support until EDB has received full payment for the Product or services and support that Customer purchased.
The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against EDB, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, “EDB” ) arising out of or relating to this Agreement, EDB’s advertising, or any related purchase (a “Dispute” ) through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. EDB will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Löbau, Germany and will be governed by the laws of Germany. The arbitrators shall base their award on the terms of this Agreement. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by the court of competent jurisdiction at Bautzen, Germany. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. Court of jurisdiction is Bautzen, Germany.
Terms and Conditions of Sale Revisions
EDB may at any time revise these Terms and Conditions of Sale by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms and Conditions of Sale to which you are bound.
Copyright © 2017 EDB GmbH, Sachsenstr. 5, 02708 Löbau, Germany.
All rights reserved.All rights not expressly granted herein are reserved.
Version: July 2017