The sale of products and services ("Products") by AlfaVAD S.A. and its divisions, subsidiaries, and affiliates ("AlfaVAD") are subject to these terms and conditions ("Agreement") regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, document, or other communication ("Order"). Preprinted terms and conditions on any document of customer ("Customer") (for example: Orders or confirmations) and/or AlfaVAD's failure to object to conflicting or additional terms will not change or add to the terms of this Agreement.
1. ORDERS. Quotes from AlfaVAD are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by AlfaVAD. Contracts between Customer and AlfaVAD are formed upon AlfaVAD's written acceptance or execution of Customer's Order and shall be subject to this Agreement. All Orders including, but not limited to, Electronic Purchase Orders, for Products identified by AlfaVAD as non-standard “Non Cancelable Not Returnable” ("NCNR") are non-cancelable, non-returnable. AlfaVAD may identify Products as non-standard or "NCNR" by various means including, but not limited to, quotes, Scope of Services, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without AlfaVAD's consent. AlfaVAD reserves the right to allocate the sale of Products among its Customers.
2. PRICES. Prices are subject to change at any time. Prices are for Products only and do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for special packaging and labeling of the Products, permits, certificates, customs declarations and registration (collectively, "Additional Fees"). Customer is responsible for any Additional Fees.
3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by AlfaVAD. On any past due invoice, AlfaVAD may charge (i) interest from the payment due date to the date of payment at 18% per annum, plus reasonable attorney fees and collection costs; or (ii) the maximum amount that is allowed under the applicable law if AlfaVAD's interest rate is deemed invalid. At any time, AlfaVAD may change the terms of Customer's credit, require financial data from Customer for verification of Customer's creditworthiness, require a bank guarantee or other security, or suspend any outstanding Orders of Customer. AlfaVAD may apply payments to any of Customer's accounts. If Customer defaults on any payment under this Agreement, AlfaVAD may reschedule or cancel any outstanding delivery and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, any credit issued by AlfaVAD to Customer in respect of any of Customer's accounts will expire if unused for twelve (12) months following the date of issuance of such credit.
4. DELIVERY AND TITLE. Unless otherwise specified by AlfaVAD in writing, all deliveries by AlfaVAD are EXW AlfaVAD's warehouse .Title shall pass to Customer upon delivery of the Products to the carrier. AlfaVAD's delivery dates are estimates only and subject to timely receipt of supplies by AlfaVAD. AlfaVAD is not liable for delays in delivery. AlfaVAD reserves the right to make partial deliveries and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
5. ALFAVAD'S LIMITED WARRANTY. AlfaVAD will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to AlfaVAD by the manufacturer, including any warranties and indemnities for intellectual property infringement. If required by law, AlfaVAD warrants that at the time of delivery, the Products shall have the specifications stated by the manufacturer in its published data sheet for the Products for 12 months from delivery of Products. AlfaVAD warrants that for a period of 90 days after delivery of the Products to Customer, value-added work performed by AlfaVAD on Products will conform to Customer's specifications that are in writing and accepted by AlfaVAD, and Customer shall be deemed the manufacturer of such value-added Products. To the extent permitted by law, AlfaVAD makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer's sole remedies for breach of AlfaVAD's warranty are, at AlfaVAD's choice: (i) repair the Products; (ii) replace the Products at no cost to Customer; or (iii) refund Customer the purchase price of the Products.
6. PRODUCT RETURN. Customer may return Products to AlfaVAD only with a return material authorization ("RMA") number issued by AlfaVAD. Customer must notify AlfaVAD in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within 3 days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. RMAs will be issued only for Visual Defects created solely by AlfaVAD or the original manufacturer, and only if Customer satisfies the notice requirement. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Product return pursuant to a warranty requires written notice from Customer to AlfaVAD within the warranty period detailing the Product defect. Customer must return the Products to AlfaVAD freight prepaid in original manufacturer's shipping cartons or equivalent, along with acceptable proof of purchase, within the warranty period and as specified in the RMA. At AlfaVAD's discretion, AlfaVAD will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer's account at Customer's expense.
7. LIMITATION OF LIABILITY. To the extent permitted by law, neither AlfaVAD nor its employees or agents are liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of Customers). To the extent permitted by applicable law, Customer's recovery from AlfaVAD for any direct damages will not exceed the price of the Product at issue. To the extent the preceding limitation of liability is deemed invalid under applicable law, AlfaVAD's total liability in any event will not exceed EUR 15,000 or the equivalent thereof. Customer will indemnify, defend and hold AlfaVAD harmless from any claims based on: (i) AlfaVAD's compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than AlfaVAD, or (iii) use of Products in combination with other products or in violation of clause 9 below.
8. FORCES BEYOND ALFAVAD'S CONTROL. AlfaVAD is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).
9. USE OF PRODUCTS. Customer shall comply with the manufacturer's or supplier's Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property damage. If Customer uses or sells the Products for use in any such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk.
10. EXPORT/IMPORT. Certain Products and related technology and documentation sold by AlfaVAD are subject to export control laws, regulations and orders of the United States, the European Union, and/or other countries ("Export Laws"). The Customer shall comply with such Export Laws and obtain any license, permit or authorization required to transfer, sell, export, re-export or import the Products and related technology and documentation. The Customer will not export or re-export the Products and related technology and documentation to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United Nations, U.S. Department of Treasury, U.S. Department of Commerce or U.S. Department of State. The Customer will not use the Products and related technology and documentation in relation to nuclear, biological or chemical weapons or missile systems capable of delivering same, or in the development of any weapons of mass destruction.
11. PRODUCT INFORMATION. Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product's specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by AlfaVAD on an "AS IS" basis and does not form a part of the properties of the Product. AlfaVAD makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. AlfaVAD recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. AlfaVAD is not responsible for typographical or other errors or omissions in Product information.
12. GENERAL. All product specific information is provided to AlfaVAD, S.A. ("AlfaVAD") by the manufacturers who are solely responsible for the relevant content and accuracy. AlfaVAD will not be responsible for typographical or other errors or omissions regarding product specifications, prices or other information. All sales are subject to AlfaVAD's Standard Sales Terms and Conditions, unless as otherwise stated on the written documentation provided by AlfaVAD regarding YOUR business transaction with AlfaVAD. Promotional offers and prices are valid for a limited time or as specified on each offer. You should consult with the AlfaVAD sales representative to validate information pertaining to such promotional offers.Product prices and configuration are subject to change without prior notice. Stock position and published resale pricing may be updated daily. Inventory availability, published resale pricing, and manufacturer quoted lead-times are subject to rapid change.
13. ON-LINE PRIVACY PRACTICES
1. General. While visiting an AlfaVAD, SA ("AlfaVAD") site, we may ask you to register and/or provide information that personally identifies you ("Personal Information") for purposes of interacting with our site, including, for example, when you ask for information, enter a contest, order subscriptions, or download material. AlfaVAD intends to give you as much control as possible over your Personal Information that you provide to us. If you choose to provide AlfaVAD with your Personal Information via an AlfaVAD owned site, it is our intent to let you know how we will use your Personal Information. AlfaVAD uses your Personal Information to help you quickly find goods, services or information on this site. We track the domains from which this site is visited and use that data to analyze for trends and statistics, and then discard it. If you choose not to have your Personal Information used as a basis for further contact with you by AlfaVAD or one of its business partners, you may "opt out". If you choose not to give us your Personal Information, you can still use most of this site intended for the general public. You merely will not be able to access areas that require registration, intended for customers and business partners of AlfaVAD. Additionally, if you do not want AlfaVAD to send you e-mail or postal mail regarding AlfaVAD or its services, you may "opt out" at the time you provide us with the Personal Information.
2. Links to Other Materials. In all cases where links (URLs) are supplied from this site, connecting to a third party website, it is done as an accommodation to the respective third party site owner and without any fee. Sites linked to and from this site are not necessarily under the control of AlfaVAD and AlfaVAD shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked site, or any link or linking program at any time. AlfaVAD does not necessarily endorse companies (or related products or services) to or from which this site is linked. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. AlfaVAD hereby disclaims any rights to trademarks, service marks, trade names, logos, copyrights, patents, domain names or other intellectual property interests of third parties.
4. Site Technologies. AlfaVAD does not provide or control the technologies and software used to build its site, does not recommend nor endorses these technologies. Any information regarding identified technologies, their capabilities, limitations, applications, etc., should be sought directly from their respective manufacturers. AlfaVAD hereby disclaims any rights to trademarks, service marks, trade names, logos, copyrights, patents, domain names or other intellectual property interests of third parties.