GENERAL EQUIPMENT TERMS AND CONDITIONS OF SALE (01.09.2013)
Equipment: Upon receipt of this signed document and prepayment according to the Sales Quote stated below Zemat Technology Group (ZTG) accepts and promises to manufacture the equipment according to the technical specifications and other conditions defined in the Sales Quote.
Duties: Duties and Custom Clearance Fees are not included, and are the responsibility of the customer unless otherwise quoted in the Sales Quote.
The customer shall secure and pay for permits and governmental fees, tariffs, duties, licenses and inspections necessary for proper execution and completion of the work by Zemat Technology Group.
Transportation: Transportation of equipment and freight insurance costs are not included unless otherwise noted on the quote. Delivery of the product shall be EXW shipping point at Zemat Technology Group’s designated facility unless otherwise set forth herein, and customer shall be responsible for goods lost, damaged or delayed in transit, as well as all delivery and transit costs and expenses. Failure of risk of damage or loss for whatever reason shall be upon customer, and customer assumes any and all liabilities, expenses and obligations regarding transportation, insurance, or any damage or loss to the products in transit. Zemat Technology Group will use reasonable efforts to deliver within stated delivery dates, but Zemat Technology Group makes no representation or guarantee that such delivery dates will be satisfied. Zemat Technology Group shall not be responsible for any failure or delay in performance of any of its obligations, including, but not limited to delivery within stated delivery dates. Tooling, accessories and spare parts are EXW our plant, Lodz, Poland when shipped separately from machinery. Special protective devices or size modifications and/or specification changes if required by customer at additional cost. Shipping (origin/destination) cost estimate available upon request
Taxes: Country, Local, State, VAT or Federal Sales taxes are not included. On all other sales it will be your responsibility to pay the use tax if applicable. Prices on the specified equipment or parts are exclusive of all city, state and federal excise taxes including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, value added tax, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the customer.
Packaging: Equipment prepared for shipment will be crated and secured properly. A crating charge will be listed on the equipment quotation.
Accessories: Unless otherwise specified, accessories and attachments such as weld electrodes, positioners, laser guides, dies, tooling are additional options.
Spare Parts: Unless otherwise specified, spare parts are additional options.
Manual: A basic technical documentation, operation and maintenance manual will be supplied with the machine, if applicable.
Installation, technical service and operator training: Installation of equipment and training of operators may be necessary with the purchase of the equipment. Installation and training, when necessary, will be listed on the quotation. The customer is responsible for the removal of crates from the container, un-crating and disposal of all crating materials. If at the time installation is suppose to occur your country is listed under the EU Travel Advisories http://ec.europa.eu/consularprotection we will be unable to schedule installation until the warning has been lifted. If this should occur, we will train your technician at our facility at no additional charge. Any services performed by Zemat Technology Group which are not included in the quotation will be billed to customer at Zemat Technology Group’s regular hourly rate for such service. Zemat Technology Group shall also be entitled to a full reimbursement for reasonable meals, lodging, travel, or other expenses related to the performance of such services by Zemat Technology Group not set forth in the quotation.
Unless specified separately in machine quote, Zemat TG will send its own 1 (one) or 2 (two) engineers to customer’s facility location for up to 5 days for machine commissioning and onsite operator training. Air and local travel plus labor cost for installation / set up, on-site testing, maintenance and training at €50EUR/1 (one) work hour each ZEMAT engineer (based on 8hrs work day) – not included in the price of installation. Travel time to destination at €15EUR/1 travel hour/each engineer. Installation and technical service quotes will be provided separate if not included with machine quote. Special discounts and provisions apply.
Note: General lay-out, foundation, electric-water-air connection, safety guards to be prepared by customer according to Zemat TG drawings and technical specifications. Forklifts, cranes, engineering works, technicians and help workers at customer's charge. All technical documentations will be written in English. Other language translations extra.
Electrical and Air Connections: Due to local, state and country regulations, the connection of the electrical and air to the machine is the responsibility of the customer. If any additional electrical work needs to be done to meet city, state, country or union guidelines, Zemat Technology Group will attempt to accommodate your request. However there may be an additional charge.
Radio Frequency Interference: Zemat Technology Group shall make every effort to shield the welding electrode(s) according to all rules and regulations as prescribed by FCC, CE, EU directives, yet due to the potential problems stray HF/RF interference can cause equipment malfunctions, the customer is responsible for installing the Zemat Technology Group equipment only in the industrial zone environment.
Test Material: Zemat Technology Group understands the associated cost with testing material and fully intends to use as minimal of test material as possible. However, additional testing material may be required over and above the original estimates. In order to test the machine, the customer should deliver a sufficient quantity of your material to Zemat Technology Group at least two weeks prior to the planned testing date of equipment. The customer should expect to use a reasonable amount of film, foil, foam or fabric for testing and setting up of the machine during installation and training. Zemat Technology Group will not be responsible for the cost of materials used during testing, debug, or training on this system at Zemat Technology Group or at the customer's site.
Validity: The quotation is valid for 30 days from quotation date.
Limited Warranty: Unless otherwise stated on quotation the High Frequency equipment is covered for 24 months or 2000 HF generator work hours whichever comes first after date of installation against manufacturing or parts defects if any; all other equipment is covered for 12 months on parts and 6 months on labor. However, in order for the warranty to be valid, the customer must provide written notice or email us at email@example.com of a warranty claim to Zemat Technology Group on or before the applicable 24month/2000hrs or 12/6 month expiration date. The customer is responsible for all travel related and accommodation costs during the warranty. The customer pays for shipping of components under warranty period. Consumables, electrodes, dies, molds, machine specific tooling, positioners are not covered by the warranty. Warranty for the HF power (electron) tube is kept in force under the terms and the form provided to Zemat Technology Group by the electron tube maker and it varies depending on type 1500 to 3000 work hrs or 12/24 months. Breakage or failure due to misuse, improper installation or use, unauthorized service, use of component parts not manufactured by Zemat Technology Group, failure to follow Zemat Technology Group operating or other manuals, or non-maintenance is not warranted. Defective parts replaced under warranty must be returned free of all charges to Zemat Technology Group Ltd. The warranty does not cover additional re-training, operating adjustments or basic aligning or adjustments of equipment assemblies or components. There are no warranties which extend beyond the description set forth herein. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY ZEMAT TECHNOLOGY GROUP IN CONNECTION WITH THE PRODUCT OR SERVICES. No employee, distributor, or representative is authorized to change this limited warranty in any way or grant any other warranty on behalf of Zemat Technology Group.
Entire Agreement: The within agreement constitutes the entire agreement between the parties hereto and may not be amended or modified other than in writing, signed by each of the said parties.
Storage Fees: In the event the Customer has not taken delivery of the Equipment on or before the date ten (10) days after the scheduled delivery date, then in such event, Zemat Technology Group shall have the right to charge its then current storage rates for the storage of the Equipment until shipment of the Equipment to Customer.
Relationship of Parties. Zemat Technology Group and customer are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party the authority to assume or create any obligation on behalf or in the name of the other.
Disclaimer. Customer acknowledges that the specifications have been prepared between the customer and Zemat Technology Group, and Zemat Technology Group makes no guarantees or promises with respect to the specifications hereunder. Zemat Technology Group shall not be responsible for any damage or injury resulting to or caused by its product or services by reason of installation by customer, improper storage, unauthorized service, alteration of the product or services, use of component parts not manufactured by Zemat Technology Group, neglect or abuse or the use of the product in a manner inconsistent with its design. Zemat Technology Group shall not be liable for any delays or losses caused by Zemat Technology Group’s error, unless such delays and losses are caused by willful misconduct of Zemat Technology Group. The customer acknowledges and agrees that if the customer identifies specific applications for the use of Zemat Technology Group’s products or services, Zemat Technology Group shall not be responsible for any deviations from the applications or nondisclosure of customer of any additional information, including, but not limited to customer’s failure to properly install or operate the products. If design and specifications are specified by the customer, the parties agree that customer is exclusively responsible for design and specification plans. Zemat Technology Group shall not be responsible for the correctness or adequacy of any design details, plans, or material not furnished by Zemat Technology Group. The parties further agree that Zemat Technology Group shall not be responsible for any products which have been modified or integrated with other products not designed or selected by Zemat Technology Group.
Limitation of Liability. IN NO EVENT SHALL ZEMAT TECHNOLOGY GROUP BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS OR PROFITS, EVEN IF ZEMAT TECHNOLOGY GROUP IS ADVISED, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE LIABILITY OF ZEMAT TECHNOLOGY GROUP, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE SHALL NOT EXTEND BEYOND THE LIMITED WARRANTY DESCRIBED ABOVE, AND ANY AND ALL DAMAGES IMPOSED UPON ZEMAT TECHNOLOGY GROUP UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT CUSTOMER HAS PAID TO ZEMAT TECHNOLOGY GROUP FOR THE PRODUCT AND SERVICES HEREUNDER. FURTHERMORE, IN THE EVENT THAT ANY PRODUCT SHALL BE MANUFACTURED AND/OR SOLD BY ZEMAT TECHNOLOGY GROUP TO MEET CUSTOMER’S PARTICULAR SPECIFICATIONS OR REQUIREMENTS, ZEMAT TECHNOLOGY GROUP SHALL NOT BE LIABLE FOR ANY FAILURE TO MEET PARTICULAR SPECIFICATIONS OR REQUIREMENTS, OR ANY CLAIM FOR INFRINGEMENT OF ANY PATENT, ARISING FROM THE CUSTOMER’S PARTICULAR SPECIFICATIONS OR REQUIREMENTS FOR THE PRODUCT. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REMEDIES.
Indemnification. Customer shall indemnify, defend and hold Zemat Technology Group, its officers, employees, directors, representatives, agents, successors and assigns harmless against any and all losses, claims, damages, judgments, liabilities, or expenses, including, without limitation, reasonable attorney fees and expenses, incurred by Zemat Technology Group as a result of or arising out of (1) customer’s breach of this agreement; (2) the transportation, installation by customer, improper storage, unauthorized service, use of component parts not manufactured by Zemat Technology Group, alteration or repair of the products or services sold to customer in a manner inconsistent with its design; (3) any claim by an third party against Zemat Technology Group for any errors, omissions, defects, or any and all claims regarding the manufacture and operation of the product and services sold to customer; (4) actual or alleged direct or contributory infringement of, or inducement to infringe, any EU, Poland, USA or foreign patent, trademark, or copyright by reason of the design, manufacture, construction or use of the product or services being sold hereunder, including infringement arising from compliance with the specifications set forth in this Agreement, or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from customer’s action; (5) any act or omission of customer or its agents, employees, representatives or subcontractors. Customer shall promptly notify Zemat Technology Group of any suit filed against it on account of any such indemnification obligation hereunder.
Assignment: The agreement, nor any term herein may be assigned by purchaser without the express written consent of Zemat Technology Group
Cancellation: The parties agree that if, after acceptance of order, purchaser cancels this contract and Zemat Technology Group has commenced construction of the equipment contemplated herein, an amount of the down payment may be retained by Zemat Technology Group dependent on the percentage of completion, the degree of non-ordinary design, and to reasonably compensate Zemat Technology Group for its loss from such cancellation. In the event that customer fails to pay an amount properly invoiced to customer, fails to pay any other amount due under any agreement with Zemat Technology Group, or otherwise breaches any obligation or covenant contained in this Agreement or in any other agreement with Zemat Technology Group, Zemat Technology Group may, in its discretion, in addition to other remedies to which Zemat Technology Group may be entitled without affecting an election of remedies, cancel or terminate this Agreement upon notice to customer, or suspend performance by Zemat Technology Group under this Agreement until customer pays for such charges or amounts.
Force Majeure. Neither party shall be responsible for any acts or omissions of the other party, nor for events beyond its reasonable control (hereinafter referred to as “Force Majeure”), including but not limited to Acts of God, changes of laws or regulations or other acts of government, labor disputes, strikes, riots, mobs, fires, floods, wars, embargoes, travel warnings or advisories, terrorist activities, impossibility to obtain necessary material, labor, machinery, transportation, provided the party which has reason to believe that, due to the Force Majeure it will not be able to perform according to this Agreement, shall give to the other party written notice setting forth the cause and expected time of the delay or impossibility to perform.
Confidentiality. The customer acknowledges that it may obtain certain confidential or proprietary information of Zemat Technology Group (“Confidential Information”), including, without limitation, designs, data, ideas, drawings, specifications, trade secrets, formula, technical experience, financial data, financial information, and other valuable, confidential and proprietary information, which may be disclosed to customer or for which customer may have access. During the term of this Agreement and at all times thereafter, customer agrees not to disclose to any person, firm, or entity any Confidential Information, except to those of its employees who have a need to know and only to the extent the employee has signed an agreement of confidentiality restricting any disclosure of such Confidential Information. Customer agrees to promptly and fully disclose to Zemat Technology Group all ideas, inventions, discoveries, enhancements, improvements, creations, designs, materials, works of authorship, trademarks, and other technology and rights and any related improvements or modifications thereof, whether patentable or not, copyrightable or not, or otherwise protectable or not under any form of legal protection afforded to intellectual property (collectively “Innovations”), relating to any activities or any of the Confidential Information of Zemat Technology Group and its affiliates, conceived or developed in whole or in part by the customer, or its employees, agents, representatives, successors, or assigns, at any time prior to, on, or after the execution date of this Agreement. Any such Innovations shall be the sole property of Zemat Technology Group, and the customer shall acquire no rights whatsoever in such Innovations. The customer hereby agrees that if customer breaches this section, Zemat Technology Group shall incur irreparable injury and harm and money damages would be an insufficient remedy, and as such, Zemat Technology Group shall be entitled to seek injunctive relief restraining customer from further breach of this section. Customer agrees that Zemat Technology Group may utilize photographs, drawings, DVDs, and other such duplications of the Equipment being purchased hereunder for its marketing and other similar purposes, provided Zemat Technology Group removes any reference to the name of the Customer in its use of such information. The rights granted to Zemat Technology Group hereunder shall be without restriction or interference from Customer, and shall be deemed to be a royalty-free license of such items to Zemat Technology Group.
Governing Law: This agreement and any disputes relating thereto shall be construed according to the law of The Republic of Poland and the law of the European Union. Zemat Technology Group Ltd's policy is one of continual product improvement and we reserve the right to alter design and/or specifications without notice. Design, technical and pricing details of Zemat Technology Group equipment remain the sole property of Zemat Technology Group. Transfer to unauthorized users is not permitted without the written consent of Zemat Technology Group Ltd. In the event that any legal proceeding is commenced or arises out of the provisions of this Agreement after application of the arbitration described above, said legal action shall be commenced and filed in Provincial Court, Lodz, Poland. Customer hereby knowingly and irrevocably waives any objection on the grounds that improper jurisdiction or venue to an action in Lodz, Poland, and agrees that effective service of process may be made upon customer by mail at the last known address of the customer.
Acceptance: Customer has read and understands these terms and conditions and agrees that by entering into this agreement customer has accepted any and all terms and conditions contained herein. Any additional or contradictory terms or conditions contained in the bid package, brochure, manual, pamphlet, acknowledgment, invoice, purchase order, change or other communication, oral or written, heretofore or hereafter furnished by customer is hereby objected to by Zemat Technology Group, and shall be of no force or effect. No course or dealing between customer and Zemat Technology Group, no customer usage in the trade, shall be relevant to supplement or explain any additional or inconsistent manner, any term or condition of this Agreement.