Sale terms and conditions

The following Terms and Conditions, along with any relevant document(s) such as quotation, order confirmation, supply schedule, pricing information, invoice etc. from Seller relevant to the sale of Product constitute the complete and exclusive statement of the terms governing the sale of Product by Seller to Buyer. Seller’s acceptance of Buyer’s purchase order is expressly conditional on Buyer’s assent to all of Seller’s terms and conditions of sale. Seller expressly rejects any additional or conflicting terms specified in Buyer’s purchase order or any other document provided by Buyer. Buyer’s acceptance of the Product will manifest Buyer’s assent to these Terms and Conditions. Seller reserves the right in its sole discretion to refuse orders where the buyer purchase order contains Terms and Conditions which conflict with these terms, unless an effective agreement signed by a duly authorised representative of both parties (“Effective Agreement”) applies different terms and conditions.

Documents

The following documents are used in the sale process and are transferred between the Buyer and Seller. The Seller will assign each of the documents he sends a unique reference number in which the Buyer is requested to include in his response.

• Quotation Request – A document sent by the Buyer to the Seller requesting price and delivery schedule of the Manufacturer Product.
• Quotation – A document sent by the Seller containing an answer to the Quotation Request stating the Product description, price, tentative delivery schedule and other terms including payment terms, currency and more.
• Purchase order – A document sent by the Buyer which contains a list of Product the Buyer wants to purchase along with their price and requested delivery schedule. The Purchase order content is to be based on the information provided in the Quotation. The Buyer should specify the Quotation reference number in the Purchase order.
• Order confirmation or Order acknowledgement- A document sent by the Seller in response to a Purchase order. It will contain a list of the ordered Product along with their price, estimated delivery schedule and terms and conditions of sale.
• Order Status Report- A document sent by the Seller to notify the buyer of the current status of his Purchase order. Generation of this report is the result of either the client request or the Seller initiative

Quotations

Unless otherwise specified in the Quotation, the quoted Product, prices and delivery schedule shall remain in effect for 30 days after sending the Quotation. A Buyer Purchase Order which will be acknowledged by the Seller within this time frame signals the Buyer’s unconditional acceptance of these sale terms and an authorisation for the shipment of the Product as stated in the Order Confirmation schedule. To avoid any confusion, the Buyer will include the quotation reference number stated in the Quotation. Failure to issue a Purchase Order within the above time frame gives the Seller the right to cancel the above Quotation.

Additional fees

Any current (or future) charge such as tax by a government and/or local authority and or the result of a bi-lateral tax treaty which requires the Seller to pay or collect in relation with the Buyer Purchase Order, delivery, export duties/storage/services shall be for the Buyer to pay. All quoted prices are exclusive of taxes, transportation and insurance, which are to be paid by the Buyer. The shipment cost, if included in a document, does not include customs duties and any local taxes at the destination port.

Payment Terms

The Buyer should pay the Seller’s invoice within the payment terms stated in the invoice. Failure to pay in due time gives the seller the right among other remedies to either cancel or halt any pending Product shipment to the Buyer, and/or to terminate this sale agreement or any other agreements between the Seller and Buyer. Buyer shall be liable for all expanses, including legal fees, relating to the collection of past due amounts. Any due payment not paid shall bear at the sole discretion of the Seller up to the maximum interest rate allowed by law. Any payment due to either party under this agreement shall be made unconditionally full. All bank wire transfer fees shall be paid by the paying party. Failure of the Buyer to pay fully in due time shall give the Seller the right to change payment terms to cash in advance before production and/or shipment of ordered Product.

Shipment and Delivery

The Seller will make any reasonable efforts (within commercial reasoning) to deliver the ordered Product in accordance with the delivery schedule quoted or stated in the Order Confirmation. Shipment dates are an estimation and cannot be guaranteed. Seller cannot be considered liable for delivery mismatch as a result of the Buyer supplying the wrong shipment details or lack of. The Seller will not be liable to any shipment damage. The Buyer should submit any shipment claim to the carrier.
Upon Product receipt by the Buyer he should inspect it and immediately notify the seller of any issue within 7 work days. Failure to notify in this time frame will nullify any shipment claim by the Buyer.

Shipment reschedule

Purchase Orders under this agreement may not be rescheduled by Buyer for any reason, unless he has the Seller consent in writing. Failure to notify in this time frame will nullify any shipment claim by the Buyer.

Shipment Process

All sales and deliveries of Products shall be “FOB Heptagon Systems authorized shipping location” as advised by the Seller in it’s quote. The Buyer is responsible for all transportation, insurance, duties and any other applicable transportation expenses. These expenses shall be paid by Buyer or shall be added to Seller’s invoice to Buyer if prepaid by Seller. Seller’s responsibility for any loss or damage to the Products ends, and title to the shipped Products passes, when Products are delivered to the carrier. In case of shipment loss by the carrier, upon buyer request, the seller may elect to represent the buyer in dealing with the carrier. The buyer compensation shall be limited to the amount the carrier will pay for the loss minus bank charges or other charges the seller will pay in the process.

NCNR (non-cancellable and non-returnable)

Most of the seller products are custom made. Cancellation of orders for custom Products is not permitted unless specifically assented to in writing by the Seller.
The Buyer cannot return any purchased Product without the written consent of the Seller.
The Supplier may ask the Buyer to sign an NCNR statement for the Purchase order to be acknowledged and accepted by the Seller.

The case of DOA (Dead on arrival)

• DOA can be claimed in the first 20 working days after shipment. Seller will send a replacement unit against shipment of the DOA unit. At its own discretion, Seller may return the Buyer the price paid for Product instead of sending a replacement.
• Note: shipment damage is not considered as DOA.
• Shipment costs are not covered by Heptagon Systems

Warranty terms and conditions

Warranty for Heptagon Systems made products

Duration and handling

Heptagon Systems warrants Products manufactured by Heptagon Systems for a period of 3 years. Additional warranty extension which brings the warranty period to 5 years total can be purchased for selected products and configurations. All warranty issues should be handled by the original Heptagon Systems supplier.

Limited Warranty

Heptagon Systems warrants that it’s products will perform in accordance with their written specification for the period of their warranty starting from the date of shipment. The warranty covers defects of manufacturing, design and component failure. This limited warranty is void if (a)the product failure was the result of an accident or a natural disaster or, (b) The product was not properly maintained, or (c) The product was disassembled or modified or serviced by an unauthorised person or entity. (d) The product was used in conditions beyond its specified operating range, be it temperature, vibration, mechanical or electrical.(e) Any other failure which is not the responsibility of Heptagon Systems. In case of doubt, Heptagon Systems will analyse root cause of the failure and decide at its sole discretion if the warranty is void.

Customer remedies

The entire liability of the Seller and the exclusive remedy of the Buyershall be, at Seller sole discretion either (a) refund of the price paid for the Product, or (b) the repair or replacement of the Product free of charge. In the event of repair or replacement, the Product will be warranted for the reminder of the original warranty period.
LIMITATION OF REMEDY AND LIABILITY

CUSTOMER’S SOLE AND EXCLUSIVE REMEDY RELATING TO THIS AGREEMENT OR ANY PRODUCT(S) PROVIDED HEREUNDER, WHETHER ARISING UNDER CONTRACT, OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF THE WARRANT PRODUCT. HEPTAGON SYSTEMS AND/OR ITS SUPPLIER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF THE BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT FOR DAMAGES ARISING FROM DEATH, BODILY INJURY OR PROPERTY DAMAGE, IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL THE SELLER’S LIABILITY TO THE BUYER AND/OR ITS CUSTOMERS FOR ANY DIRECT DAMAGES OF ANY VARIETY EXCEED THE PRICE PAID BY THE BUYER FOR THE SPECIFIC PRODUCT PROVIDED BY THE SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL THE SELLER’S LIABILITY TO THE BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use, revenue, reputation and data, costs of procurement of substitute goods or services, costs incurred, including without limitation, for capital, fuel, power, cover and loss or damage to property or equipment. It is expressly understood that any technical advice furnished by the Seller with respect to the use of the Product is given without charge, and the Seller assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Buyer’s risk. To the maximum extent permitted by applicable law, Heptagon Systems and its suppliers disclaim all other warranties, either expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with regards to the product.

Warranty claim time

While the Product is within its warranty period, Buyer will notify the Seller, in writing, of a product defect which is covered by warranty. Buyer will notify the seller within a period of 20 working days after discovery of the defect, aka “notification time”. Failure to provide a written notification within notification time shall be deemed an absolute and unconditional waiver of Buyer’s claim for such defects.

Return procedure

Buyer will not initiate Product return without prior written permission of the Seller. The Seller may elect at his own discretion to inspect the Product at the failure location. Upon defect notification the Buyer should initiate an RMA process for the return of the Product. Shipment cost of returned Product will be fully paid by Buyer.

Prototype or sample (lack of) warranty

Heptagon Systems does not warrant a Product which is classified as either a Prototype, Proof-of-concept or pre-production. These units are provided or sold “AS-IS” without any warranty of any kind.

Warranty for 3rd party products

3rd party products are covered by their original manufacturer warranty terms and period. Heptagon Systems (through it’s Supplier), will handle the 3rd party product warranty process only within the first year after Product supply.

RMA process

RMA (Return Merchandise Authorisation) regards a Product under warranty in which the Buyer has discovered a fault, and has not taken any actions which may void the warranty (See Warranty terms and conditions for full disclosure).

The RMA process is as follows:

• The Buyer notifies the Supplier of a Product defect within 20 working days after the defect discovery.
• The Seller may discuss the nature of the defect with the Buyer. The Seller may ask for the Buyer to complete a set of limited tests and actions to better evaluate the nature of the defect.
• At its own discretion, the Seller may decide to send a qualified person to the defected Product location in order to review it there.
• When the parties reach the conclusion that there is a cause for a Product return, the Seller will issue the Buyer an “RMA Number” and an “RMA form”. This number should be used in all correspondence between the Buyer and Seller.
• The Buyer will package the Product in protected packaging suitable shipment. If available, it is preferred to use the original packaging provider by the Seller. The following documents will escort the shipped Product:
  • RMA form, filled with the requested details in the form.
  • Shipment document of the Buyer. The document will clearly state this is a returned Product for repair. RMA Number should be clearly stated
  • The customer must clearly write the RMA number on the outside of the box that the product is being shipped in.
• The Buyer will pay in advance for the Shipment of the Product back and forth.
• The Buyer will claim damages from the carrier for any shipment loss of damage
• Upon arrival of the Product to the Seller, the Product will be evaluated for the root cause of the defect.
• Upon the evaluation results, the Seller will decide if the defect is covered by the Product warranty. If so, the Seller may at his own discretion fix, replace or return the sum paid for the Product to the Buyer.