Real-Time Data Receivers

Introduction

The following terms and conditions apply at all times, to all our quotations, agreements and order confirmations. No other terms and conditions, whether contained in the purchase order or otherwise, shall be binding on unless expressly agreed to in writing between the "Purchaser" and AX4A, the "Supplier".

Validity

Unless previously withdrawn, our quotation is open for acceptance within the time period stated therein, or when no time period is stated, within ninety days only from the date thereof. Any order or orders arising from our quotation shall be subject to our confirmation in writing (including telefax or cable).

Documents

Except where intended to serve as instructions for use or advertising material, all technical information in relation to our products and their maintenance remains the property of AX4A. It may not be utilized, copied, reproduced, transmitted or communicated to third parties without our prior written consent. Illustrations, catalogues, colours, drawings, dimensions, statements of weight and measurements used by AX4A as printed information are only intended to present a general idea of the goods to which they refer. They are only approximations and therefore not binding upon AX4A.

Trade Terms

Unless otherwise agreed, the Incoterms 1990 edition issued by the International Chamber of Commerce shall apply to the trade terms mentioned in our quotation, it being understood that under any terms holding AX4A responsible for the costs of transportation and/or insurance any additional costs of re-routing and/or surcharges which are the result of circumstances or events that are beyond our reasonable control such as, but not limited to, those enumerated under "force majeure" in paragraph 5 hereof, shall be at the Purchaser's expense. In case the goods cannot be dispatched to their destination at the date scheduled by reasons attributable to the Purchaser and/or outside our control, we shall be entitled to store the goods concerned at the Purchaser's expense and risk, in which case the warehouse receipts shall serve as substitutes for the shipping documents in all respects. The Purchaser shall undertake to reimburse on our first demand any and all additional expenses so incurred. In absence of any terms in our quotation the Goods shall be considered to have been offered "Ex-Works" in accordance with the same Incoterms.

Dispatch

If applicable, full forwarding instructions must be sent with the order. The times given for (readiness for the) dispatch and/or for completion of the installation works, if offered, have to be calculated as ‘all in’ in accordance with the other provisions specified in our quotation, from the date of the bank's advice that the Letter of Credit and/or other payment instrument asked for has been established in conformity with our requirements and the advance payment if required has been received, whichever of said dates is the later. We reserve the right to dispatch the goods in consignments as and when they are ready for dispatch.Any delay in the fulfillment of the above-mentioned conditions will entitle AX4A to being compensated for the additional costs resulting from the suspension of the execution of the order/contract and where such delay would exceed a period of three months to cancel the order/contract without being held liable to any further liability towards the Purchaser.

Force Majeure

In the event of the occurrence of force majeure, we shall be entitled to suspend delivery of the goods and/or provision of services for the duration of the prevention or delay caused by such force majeure, without being held responsible for any damage resulting there from to the Purchaser. In that case the times given for dispatch shall be extended for the period of prevention or delay caused by such force majeure. A failure in the performance of the order cannot be imputed to AX4A if it does not result from our fault, and if we cannot be held accountable for it by law, by force majeure or common opinion. In case of such a non-attributable failure of performance the relevant part of the order will be suspended. We will inform Purchaser on the occurrence of such failure as soon as possible. In the event the suspension has lasted for five consecutive months or as soon as it is established that the suspension will last for at least five consecutive months, either party is entitled to terminate partially or in whole the order without being held liable to any indemnity whatsoever towards the other party. The expression "force majeure" shall for the purpose hereof mean and include circumstances of occurrence beyond one Party's reasonable control -whether or not foreseeable at the time of the confirmation of the order- in consequence of which one Party cannot reasonably be required to execute its obligations under the order.

Complaints and Returns

Any complaints of erroneous dispatch and/or apparent damage shall be made in writing within fourteen days after receipt of the goods by the Purchaser and if return of the goods is agreed upon they shall be forwarded in accordance with instructions provided by AX4A and preceded by an advice note giving the reason for return and the date and number of our invoice; all goods returned must be consigned carriage prepaid and packed in their original packing by Purchaser.

Prices

Unless otherwise stated, prices are without engagement and may be altered by AX4A to those ruling at the date of dispatch. Should the prices be increased in consequence thereof, then upon receipt of our notification of such price increase the Purchaser shall have the right to cancel the order in respect of any goods which have not yet been dispatched.

Payments/Letters of Credit

Payment will constitute a valid discharge only in so far as an account payable by a first class bank in the Netherlands on demand is credited in our favour, irrevocable and free of charge, in the currency quoted, in freely convertible and transferable funds, at its exact due date. Any delay in payments will incur interest immediately as from the due date. Any partial non-fulfillment of our obligations solely attributable to AX4A entitles the Purchaser to withhold payment only to a corresponding, reasonable amount. However, the taking into operational use of the goods supplied entitles AX4A to full payment, failure of that allows AX4A to disable use of goods supplied. In absence of any specific terms in our quotation payment terms shall be thirty (30) days after dispatch of the goods. Any Letters of Credit established in our favour shall be issued by first class banks which have adopted the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, applicable at the date the contract comes into force.

Retention of Title

Without prejudice to the passing of the risks in accordance with the applicable trade term as described above, all Goods shall remain our property until all of our claims against the Purchaser have been satisfied in full. The Purchaser shall be obliged to insure the Goods at its own expense for the time they remain our property. The Purchaser shall give AX4A any assistance in taking any measures required to protect our property rights. If the Purchaser fails to make any payments to AX4A when due, the customer shall, upon our first notice, be obliged to return to AX4A, at Purchaser risk and expense, any goods that are subject to the retention of ownership. The retention of ownership and the shipping back of Goods shall not in any way affect any other rights of compensation we may have by these Conditions of Sale or applicable Law. If retention of title is not valid under applicable law we shall be entitled to rights as closely as possible to the rights above as such law permits.

Installation

Unless expressly agreed otherwise, the installation of the goods supplied by AX4A is not included in our quotation.

Guarantee

We guarantee to the Purchaser the quality of the goods supplied for the period stated, or when no period is stated for a period of one year as from the date of acceptance or on which they have been put into use, but in no event for more than eighteen months as from the date of dispatch, against all defects or failures which appear therein under proper use, and arise solely from faulty materials or workmanship, it being understood that such guarantee shall not include any vacuum articles, to which a specified pro rata credit applies. Some newly manufactured goods supplied hereunder may contain selected remanufactured parts equivalent to new in performance. Replacement parts are new or equivalent to new in performance. Under this guarantee we shall replace such parts as have proved to have such defects as set out here above or, at our option, repair such parts or have them repaired at our order, always free of charge, provided that we are informed by the Purchaser in writing (including telefax or cable) within fourteen days after the defects have revealed themselves and the defective goods have been placed at our disposal: such defective parts shall become our property as soon as they have been replaced. This guarantee does not cover damage sustained by normal wear and tear or any damage arising in consequence of negligence or improper handling or use of the goods or parts thereof, or of improper installation, or of maintenance by unauthorized persons or dealers, or of improper storage in the event of the goods wholly or partly being stored by the Purchaser previous to installation or use. As to software, please be referred to the applicable software license conditions. Liability Compliance with our guarantee undertaking pursuant to paragraph 11 or with any agreed modification thereof shall be considered to give full satisfaction to the Purchaser. Any claim of the Purchaser for offset, compensation (except in cases indicated below), or for dissolution of the contract or for damages other than resulting from our liability provisioned herein below is hereby waived. We will only be liable for personal injury and direct material damages, and we will indemnify the Purchaser, up to a maximum of NLG 1,000,000 (one million Dutch guilders) per event, to the extent such injury or damages are the direct result of our negligence or of persons authorised to provide services on our behalf, as well as to the extent such injury or damages are the direct result of proven defects in materials, design of or faulty workmanship in goods manufactured by AX4A. We shall not be liable for damages or losses other than those for which we have expressly assumed liability and our liability shall in no event include any consequential or other special or indirect or punitive damages nor for any loss of whatsoever nature and howsoever arising, including patent liabilities or patent indemnifications.

Legal Construction

The Contract shall operate as a contract made in the Netherlands and shall be subject to and construed in conformity with Netherlands law and the courts of 's-Hertogenbosch, the Netherlands, shall have sole jurisdiction. Uniform Laws The United Nations Convention on contracts for the International Sale of Goods is not applicable. Software Software made available shall not become the property of the Purchaser, regardless of whether it was or was not prepared specifically for use by the Purchaser. The Purchaser shall as License be granted the non-exclusive right and license to use such software in connection with the goods supplied hereunder, in accordance with the applicable software license conditions as provided in connection with such software. Taxes All taxes, duties, levies and similar expenses, which are or become due in connection with our offer, any order or contract resulting there from and the carrying out thereof are for our account as far as they are due in the Supplier's country and for the account of the Purchaser as far as they are due in Purchaser's country or in such other country or countries for which the goods are destined or in which any services will be performed, irrespective of which party (including its representatives/employees) will be liable to pay such taxes. Export Control Purchaser acknowledges that the Goods and/or documentation supplied may be subject to COCOM United States or any specific local export regulations and Purchaser acknowledges that it is familiar or agrees to become familiar with such regulations. Purchaser furthermore agrees that it will not deal with the Goods and/or documentation in violation of such regulations.


AX4A B.V.
Copyright © 1999-2007 

All rights reserved
Revised: Jan 2, 2007