SAF’S SALE TERMS & CONDITIONS

(April, 2016; rev.2)

 

 

Unless they are superseded by an executed agreement, these sale terms and conditions (the “Terms”) shall govern the sale of all radio products and accessories (the “Products”) sold by SAF Tehnika and SAF North America, LLC (collectively “SAF”). These Terms shall further govern the licensing of all software products related to or incorporated into SAF’s Products (the “Software”). Should you have any questions regarding the application of these Terms, please contact SAF at

 

PRICING

Given the competitive nature of SAF’s business, the price of its Products is kept confidential. Pricing for any Product or project may be obtained at any time by transmitting a request for quote to SAF at for U.S. customers and for all other customers. Unless they are superseded by a written agreement, these Terms shall apply to and be incorporated into all Quotes SAF transmits to its customers. All Quotes shall expire 30 days after they are sent.

ORDERING

After receiving a Quote, a customer may use the Quote’s prices to submit a formal purchase order to SAF at for U.S. customers and for all other customers (the “Purchase Order”). Once submitted, a Purchase Order shall be considered a formal offer for sale and shall be deemed accepted when the customer receives a written order confirmation from SAF (the “Confirmation”). Together, the Quote, which incorporates these Terms, the Purchase Order and the Confirmation shall constitute a binding agreement to buy and deliver the Product(s) described in the Purchase Order.

PAYMENTS

Unless the parties execute a formal credit agreement, all Purchase Orders shall be paid in full no later than five business days after SAF transmits a Confirmation and issues Pro-forma Invoice to the customer. A failure to pay within this period shall, at SAF’s sole discretion, be grounds for suspending or canceling the relevant Purchase Order. All terms for making a payment (wiring information, etc.) shall be outlined in SAF’s Quote. Payment questions may be directed to .

 

SAF’s customers shall be responsible for paying all banking fees and commissions associated with their purchase and all costs associated with shipping SAF’s Products from SAF’s facilities to a site of the customer’s choosing, including all carrier costs and any pertinent export or customs taxes. Should SAF pay any of these costs, it shall invoice them to the customer.

 

Each party shall be responsible for determining and paying their own taxes.

DELIVERY

All Purchase Orders shall be filled as soon as practicable and delivered Ex Works, as that term is defined in the International Commercial Terms 2010, at a facility of SAF’s choosing for pick up by a customer nominated carrier. All Products shall be invoiced at the time of their delivery (the “Invoice Date”). For purposes of construing these Terms, the Invoice Date shall constitute the date of delivery for each Product.

 

Title to each Product and all risks of loss associated therewith shall pass from SAF to the customer when the Product is picked up by the customer’s carrier at SAF’s facilities. As a courtesy, SAF may assist the customer in locating and hiring a suitable carrier to deliver the Products at the customer’s cost. In no event, however, shall SAF’s efforts to procure a currier be construed as altering the Ex Works delivery terms described herein.

CANCELLATIONS

SAF shall have the right to cancel any Purchase Order submitted pursuant to these Terms for any reason whatsoever by sending a written notice to the applicable customer. In the event of an SAF cancellation, SAF’s sole responsibility shall be a refund of the customer’s payment no later 30 days after transmitting its notice of cancellation. A customer may withdraw its Purchase Order any time before SAF issues its Confirmation. After SAF issues its Confirmation, however, all cancellations are subject to a cancellation fee equal to 20% of the Purchase Order’s value or, in the event of a partial cancelation, 20% of the purchase price for all Products cancelled. All pre-delivery Product changes, modifications or replacements shall similarly be subject to a fee equal to 20% of the original Product’s purchase price. Any post-delivery changes, modifications or replacements shall be handled as a return and new purchase.

 

By submitting the Purchase Order, each customer acknowledges the cancellation fees described above are reasonably based on the damages SAF will experience in the event of a cancelation, which may be difficult to otherwise ascertain, and further agrees such fee represents fair compensation under the circumstances and is not a penalty.

SAF’S LIMITED WARRANTY

SAF warrants all of its Products shall be free from defects in material and workmanship and will function in accordance with their specifications for a minimum of one year so long as they are used and stored in accordance with industry standards and any unique handling instructions provided by SAF (the “Warranty”). A more detailed description of SAF’s Limited Warranty may be found on SAF’s Warranty page at www.saftehnika.com/en/warranty.

RETURNS & REPAIRS

All returns and repairs, whether submitted under warranty or otherwise, shall be processed in accordance with SAF’s return and repair process, which may be located at www.saftehnika.com/en/warranty.

LIMITATIONS ON LIABILITY

IN NO EVENT SHALL SAF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SALE OR USE OF ITS PRODUCTS, WHETHER OR NOT SAF HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SAF’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY FOR ANY LEGAL CLAIM ASSOCIATED WITH A SALE COMPLETED PURSUANT TO THESE TERMS OR THE WARRANTY, REGARDLESS OF WHETHER SUCH CLAIM SOUNDS IN CONTRACT OR TORT, LAW OR EQUITY, SHALL NOT EXCEED THE PRICE OF THE PRODUCT(S) SOLD TO A GIVEN CUSTOMER. BY SUBMITTING THEIR PURCHASE ORDER, EACH CUSTOMER KNOWINGLY WAIVES ANY AND ALL CLAIMS AND DAMAGES PRECLUDED BY THE FOREGOING LIMITATIONS INCLUDING, BUT NOT LIMITED TO, ALL CLAIMS ASSOCIATED WITH PERSONAL INJURIES (INCLUDING ANY CLAIMS BASED IN PRODUCT OR STRICT LIABILITY), LOST REVENUE AND PROFITS, LOSS OF TECHNOLOGY, LOSS OF RIGHTS OF SERVICES, UNFAIR COMPETITION AND COMMERCIAL LOSSES OF ANY KIND.

SOFTWARE LICENSE

SAF grants its customers a nonexclusive, nontransferable license to use the Software incorporated into or associated with its Products solely for the purpose of operating and managing the Products. SAF’s customers are prohibited from selling the Software or sharing the Software with SAF’s competitors or any other third-party. SAF’s customers are further prohibited from copying, modifying or otherwise altering the Software. Each customer is advised that the Software associated with SAF’s Products may contain protected trade secrets, which the customer is precluded from disclosing. The customer shall not disassemble, decompile or reverse engineer the Software nor permit any third-party to do so. SAF reserves all rights in the Software not expressly granted to the customer by this limited license.

 

SAF may periodically issue upgrades for its Software, which will be made available to the customer subject to the terms of the license described above. SAF reserves the right to charge for some or all of its Software-related upgrades.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or related to the Products including, but not limited to, patents, trade secrets, know-how, copyright, trademarks, service marks, and mask rights, registered or unregistered, owned or otherwise used by SAF, as well as all goodwill related thereto are and shall remain at all times the exclusive property of SAF or, as the case may be, its vendors or licensors. None of the foregoing property rights may be exploited by SAF’s customers except as provided in these Terms nor shall such rights be transferred to SAF’s customers except as expressly provided in these Terms. Each customer shall take reasonable measures to protect SAF’s intellectual property rights.

 

SAF’s name and logo are proprietary trademarks and shall not be used without SAF’s explicit permission. The customer shall further not alter or remove any proprietary marks, logos, or labels on SAF’s Products.

CONFIDENTIALITY

All confidential and proprietary information transmitted by SAF to its customers, including any price information, product specifications, technical documents, trade secrets and other information of a protected nature, whether disclosed orally or in writing, shall be kept confidential and shall not be disclosed to SAF’s competitors or any other third-parties (“Confidential Information”). Such Confidential Information shall be handled by each customer with the same care as the customer would exercise in handling its own Confidential Information, but not less than reasonable care under the circumstances. SAF’s Confidential Information shall not be disclosed to any third-party without SAF’s prior written consent unless disclosure is necessary to enforce these Terms or comply with a valid legal request, such as a subpoena, but then only to extent necessary to uphold these terms or comply with the law. In no event shall SAF’s Confidential Information be disclosed to its competitors.

EXPORT CONTROLS & COMPLIANCE

SAF and its customers shall each be responsible for identifying and complying with all applicable export and import control laws and regulations associated with the sale and use of SAF’s Products. Each customer submitting a Purchase Order represents and warrants they will not export or re-export the Products, the Software or any technical documents concerning the same to any destination or person restricted under applicable law, if any, without first obtaining the necessary authorization from the appropriate governmental entity or agency.

INDEMNIFICATION

To the maximum extent allowed by law, each customer submitting a Purchase Order indemnifies SAF against any and all third-party claims and associated damages and expenses (including attorney’s fees) arising out of the customer’s breach of these Terms or use of the Products.

DISPUTES & APPLICABLE LAW (U.S.)

These Terms and any sales completed pursuant to them to customers in the United States shall be governed by and construed in accordance with the laws of the State of Colorado, without respect to its conflict of laws principles. Any dispute arising out of or in any way related to these Terms or a sale completed pursuant to them shall be resolved by submitting the matter for binding arbitration before the American Arbitration Association (the “AAA”) in Denver, Colorado. Any arbitration submitted pursuant to these Terms shall be presided over by a single arbitrator and conducted in accordance with the AAA’s Rules of Arbitration in effect at the time of filing. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with Colorado law. By submitting the Purchase Order, each of SAF’s customers hereby consent to the vesting of jurisdiction and venue in accordance with this clause, and they irrevocably waive any and all objections they may have to the same. The prevailing Party in any dispute shall be entitled to a reimbursement for all of its arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, their reasonable attorney’s fees.

 

By submitting the Purchase Order, each of SAF’s customers agrees to resolve their dispute(s) with SAF on an individual basis. No customer or group of customers may participate in or bring a class, consolidated or representative action against SAF in court or elsewhere. Class arbitrations, class actions and private attorney general actions are prohibited by these Terms.

 

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any Products associated herewith.

DISPUTES & APPLICABLE LAW (ALL OTHER COUNTRIES)

For all customers outside of the United States, these Terms and any sales pursuant to them shall be governed by and construed in accordance with the laws of Latvia and shall be resolved by binding arbitration of the Latvian Chamber of Commerce according to it’s rules conducted in Riga, Latvia. Any such arbitration shall be presided over by a single arbitrator and conducted in English. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with applicable law. The prevailing party in any dispute concerning these Terms shall be entitled to a reimbursement for all of their arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, its reasonable attorney’s fees.

 

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any Products associated herewith.

TIME FOR FILING

Any arbitration filed pursuant to these Terms must be commenced within one year of the date the party asserting the claim knew or should have known of the act, omission, or default giving rise to the claim in question; there shall be no right to any remedy for a claim filed outside of this time period. If applicable law prohibits a one-year limitation, all claims must be asserted within the shortest time period permitted under applicable law.

MISCELLANEOUS

Nothing in these Terms shall be construed to create a partnership, joint venture or other agency relationship between SAF and its customers.

 

Each person submitting a Purchase Order to SAF represents they have authority to effect the sale proposed therein and bind the proposed buyer to these Terms. When the proposed buyer is a legal entity, the individual submitting the Purchase Order represents they have obtained all prior authorizations and approvals necessary to complete the sale proposed in their Purchase Order.

 

Unless they are superseded by a written agreement, these Terms constitute the complete and exclusive agreement between SAF and its customers and supersede all prior or contemporaneous agreements, communications or understandings, whether written or oral, regarding the same subject matter.

 

Any delay in enforcing these Terms shall not be deemed a waiver of future enforcement. No waiver or amendment respecting these Terms shall be enforceable unless they are in writing, and a written waiver shall only be effective for the subject matter it describes.

 

SAF shall not be responsible for any delays or failures arising out of causes beyond their control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, severe weather, and acts or omissions of subcontractors or third-parties.

 

All notices, requests, demands, directions and other communications required by these Terms shall be in writing and directed to the individuals at the address named in the Quote or Purchase Order. Any notice sent pursuant to these Terms shall be deemed to have been duly given upon receipt if delivered in person, by overnight courier service or electronic mail (if receipt is confirmed) and upon the earlier of receipt or five days after mailing if sent by registered or certified mail.

 

Should any part or portion of these Terms be deemed invalid, such part or portion shall be revised in a manner that renders it enforceable to the full extent permitted under applicable law. If any part or provision cannot be revised and is stricken, all remaining parts or portions shall continue in full force and effect as if these Terms had been written without the invalid part or portion.