Terms of Sale
Savox Communications - General terms of sales and delivery
1. GENERAL
1.1 Any delivery of products by Savox to the customer shall be subject to these General Terms of Sales and Delivery ("Terms"). Any general terms or other terms issued by the customer alone are hereby explicitly rejected, unless otherwise and to the extent explicitly agreed by the parties in writing in separate project or distributor contracts.
2. DELIVERY
2.1 Standard term of delivery is FCA (Savox manufacturing site or other facility designated by Savox) Incoterms® 2020, unless otherwise stated in the order confirmation.
2.2 Delivery dates communicated by Savox are approximate estimate only. Savox shall use reasonable efforts to ship the products by the communicated delivery date.
2.3 At the time of order a Customer shall nominate a shipping company. In case Customer has not nominated a shipping company, Savox may at its discretion nominate the shipping method and company. Savox is authorized to procure, on Customer’s behalf, transportation and insurance related thereto on usual terms at Customer’s risk and expense. The cost of insurance will be prepaid and added to the invoice unless otherwise agreed in Savox’s order confirmation.
2.4 Unless otherwise agreed, partial deliveries are permitted.
2.5 The customer shall carry out inspection of each shipment of the products arrival of shipment at final destination and report to Savox within five (5) business days of any discrepancies. Visible damages must be indicated on the shipper’s copy of the freight bill and documented in digital photos.
2.6 In case of damage by freight carrier, DHL, UPS, or FedEX etc Customer shall call Savox for assistance. Customer may not return damaged goods until they have been inspected by the carrier. Customer shall not dispose of the original shipping carton.
3. BILLING, PRICES AND PAYMENT
3.1 Savox sends invoices by email. Mailed paper invoices are available upon request.
3.2 The prices set out by Savox are exclusive of VAT or other applicable sales taxes or duties, which under the FCA delivery term in cross border trade shall be paid by the customer at the rate and manner prescribed by local law.
3.3 If required by law related to local trade or by a special delivery term the invoice may include sales taxes and or duties in which case these components need to be included in the payment.
The customer shall pay to Savox the price set out in the order confirmation of Savox. The payment shall be made by the customer within thirty (30) days from the date of the invoice of Savox, unless other payment term is stated in the order confirmation of Savox.
3.4 An annual interest rate in accordance with the legislation of the sending entity’s location will be charged for delayed payment for the period between the due date and the actual date of payment.
4. RETENTION OF TITLE
4.1 Title shall pass to Buyer only upon full payment by Buyer for the Goods and following payment of any other outstanding debt by Buyer to Savox. Buyer shall, at Savox's request, take any measures necessary under applicable law to protect Savox's title in the Goods, and lawfully notify Buyer’s present or potential creditors of Savox's title on and interest in the Goods.
5. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
5.1 All intellectual property rights and other rights pertaining to the products are and remain in the ownership of Savox (and its licensors). These Terms do not transfer ownership rights or any other rights from Savox to the customer. No rights or licenses are implied.
5.2 The products and/or related material and information disclosed by Savox to the customer may contain technical, commercial or financial information of confidential nature of Savox or other parties. The customer shall keep all such confidential information in confidence and not disclose it to any third parties or use it for any other purpose than for the purpose permitted by Savox.
6. WARRANTY AND LIABILITY
6.1 Savox warrants that, for the warranty period of 12 months, the products will conform to the sales contract specifications and be free of any defects in materials (unless materials are provided by Buyer) and workmanship. Savox’s warranty does not apply where: the products are not installed, maintained or used in accordance with Savox’s installation, maintenance and operating procedures provided to Buyer; the products are damaged, misused, or abused; or the products are altered without Savox’s written approval. Any repairs or other corrective maintenance attempted by anyone other than Savox during the warranty period shall void the warranty.
6.2 Savox shall not be liable to the customer in contract, tort or otherwise, for any indirect, special or consequential cost, damages or expense, howsoever arising under or in connection with these Terms. Notwithstanding anything to the contrary, maximum aggregate liability of Savox under these Terms and/or anything else shall be limited to an amount equal to the total price paid under these Terms for the products to which customer's claim relates.
6.3 Any action, claim or suit against Savox under, with respect to, in connection with, or related to the delivery must be instituted within one (1) year from the earlier of (a) delivery of the Product in question or (b) the date on which the basis for such action, claims or suit arose. If any such action, claim or suit is instituted after such one-year period, such action, claim or suit shall be forever barred.
6.4 Savox shall not be liable for any failure or delay caused by force majeure.
7. EXPORT LAWS AND SANCTIONS
7.1 Customer acknowledges that the purchased Products licensed or sold under this Agreement, may be subject to customs and export control laws and regulations, treaties , executive orders, and status of any applicable jurisdiction (“Export Laws”) and economic, financial, trade or other restrictive measures, sanction, embargoes, import or export bans, prohibitions on transfer of funds or assets or on performing services, or other equivalent measures imposed by the Security Council of the United Nations, and/or the European Union, and/or by any competent authorities under applicable laws of any jurisdiction or union of states which affects the performance by a Party of any of its obligation or the exercise of any of its rights arising out of or in connection with this Agreement ( “Sanction”). For the purposes of this Agreement a Sanctioned Person means any person that (a) is subject to or the target of a Sanction either personally or by virtue of being incorporated, located or otherwise operating in a country or territory which is the subject of a Sanction or (b) is owned, operated or controlled by a person that is subject to or the target of a Sanction or (c) appears on or is owned, operated or controlled by any person who appears on any list issued or maintained by any competent authority of any country.
7.2 For any authorized resale under this Agreement, Customer acknowledges that it is its sole responsibility to comply with Export Laws and Sanctions and agrees to fully abide by those laws and regulations.
7.3 Savox shall not be responsible in case any Export Laws or Sanctions are contravened by any other party including Customer. Further, Products shipped pursuant to this Agreement shall not be sold, leased or otherwise transferred to any restricted purposes and/or end users (including those listed under Sanctions and other lists of denied parties under applicable Export Laws) or to restricted countries or territories. In addition, Customer agrees to indemnify, defend and hold Savox harmless from any loss, expense, penalty, claim or proceedings against Savox due to Customer’s violation or alleged violation of any such applicable laws and regulations. If purchased Products are resold in violation of the foregoing restrictions, Savox shall not be obligated to provide any warranty service or technical support and also all the future business relations and associations of Savox with the violating party shall be cancelled or terminated and/or Savox shall terminate the this Agreement, in all events, without creating any liability whatsoever by Savox with regard to the Customer or end user.
7.4 Accordingly, Customer undertakes not to directly or indirectly:
- Export or re-export Products covered by this Agreement, to a banned country or territory, or one which is subject to any restrictions under Sanctions or Export Laws;
- Supply Products covered by this Agreement to parties, organizations, or entities subject to restrictions under Sanctions or Export laws, nor to parties, organizations, or entities about which there are reasons to believe that they fail to fully comply with the applicable national or international regulations.
7.5 Customer warrants that, as of the date of this placing the order;
- it is not a Sanctioned Person;
- it has not engaged in any transaction or conduct that could result in it becoming a Sanctioned Person;
- it is not subject to any claim, proceeding, formal notice or investigation with respect to any Sanctions;
- the transactions contemplated by this Agreement will not directly [or indirectly] involve a sanctioned person or any country or territory which is (or whose government is) the subject of any Sanction; and
- there are no pending or threatened claims, proceedings, formal notices, or investigations against or in relation to it in respect of any Export Laws or Sanctions.
7.6 Further Savox shall be entitled to audit / request any information or document enabling it to verify Customer’s compliance with obligations relating to these matters. Customer shall, supply on request all licenses, notifications or authorizations applied for and obtained, and information on the identity of customers to whom Products are resold, the intended use of Products and the financial institutions used to collect and issue payments. In turn, Savox shall supply on request any information requested by Customer, particularly any useful commercial documentation.
7.7 In the event of Customer breaching any one of its obligations in the audit framework, and failing to remedy this or take positive actions for the purpose of remedying such default within three business days subsequently to receiving written notice to perform the one or several obligations, Savox reserves the right to cancel the order or terminate this Agreement, in all events, without such action creating any liability whatsoever with regard to Customer or end user.
7.8 The Parties acknowledge and agree that:
- If any Sanctions or ban, control or other restriction under Export Laws is imposed or introduced after the date of this Agreement, irrespective of whether that imposition or introduction is a Force Majeure event, then Savox will not be liable to the Customer for any loss (whether direct or indirect), damage, costs or expenses arising out of or relating to any delay or failure by Savox to perform any of its obligations under this Agreement if such delay or failure is a result of any action taken by Savox which Savox believes in its sole discretion to be necessary or desirable in order to comply with any Sanctions and Export Laws; and
- where Customer has made payment for all or part of the Products under this Agreement and Savox is prevented from receiving or accessing (or is otherwise not permitted to receive or access) that payment as a result of Customer being or becoming a Sanctioned Person or being in breach of any Sanctions or Export Laws, that payment is not to be taken to have been validly made by Customer in accordance with and for the purposes of this Agreement.
8. MISCELLANEOUS
8.1 These Terms shall be governed by the laws of country of the delivering entity, excluding its conflict of law’s provisions.
8.2 If any term of these Terms is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of these Terms shall not be affected and the void, illegal or unenforceable term shall be replaced by a new one being as close to the replaced term as legally possible.
8.3 Neither party’s failure to exercise any of its rights under these Terms shall constitute a waiver of those rights or any other rights hereunder.
8.4 These Terms may be modified by Savox from time to time, however not retroactively. Savox maintains a log of modifications.
Published May 20, 2024