GENERAL TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND SERVICES FROM TECHSHIP AB
Shipping of products on stock is normally 1-2 days after order date. Shipping of products out of stock is normally 3-5 weeks after order date depending on timing of incoming goods and manufacturer production capacity. Delivery time to customer depends on requested transportation method and destination. Delivery information should only bee seen as estimates and is not guaranteed by Techship in any case.
Delivery Terms and Transfer of Title
According to specified shipment terms of the order.
1. FCA our warehouse, Gothenburg, Sweden, in accordance with Incoterms 2010. Title to and risk of loss and damage to products shall pass to Customer in accordance with these delivery terms. For avoidance of doubt any duties and export or import fees are to be paid by Customer if goods are shipped outside Sweden.
2. CPT, Carriage paid to destination, in accordance with Incoterms 2010. Title to and risk of loss and damage to products shall pass to Customer in accordance with these delivery terms. For avoidance of doubt any duties and export or import fees are to be paid by Customer if goods are shipped outside Sweden.
According to quote, however this can be changed at any time according to Techship’s credit policy on Techship’s sole discretion.
Techship will provide basic product documentation, available at the customer web portal.
No customizations are included in this order.
Certifications and Operator Approvals
Techship refers to Manufacturer’s list of Global Certifications and Approvals of the products sold, which will be provided to Customer upon request. Customer is solely responsible that the products, as well as the end product or system that the product will be installed in, have all necessary regulatory and legal approvals or certificates to be sold in a specific country. For avoidance of doubt, Techship cannot be hold responsible for any local approvals or certificates, legal or regulatory, for neither theproducts sold nor the end product or system. Technical support to Customer for the certification process is not included in the price and might be quoted separately upon request at an hourly rate.
Handling of Faulty Units
This order does not include any replacement of faulty units, other than warranty related.
Techship doesn’t give any product warranty other than passing on to Customer the warranty, given from Manufacturer.
Techship shall have no obligation for breach of warranty if the alleged defect or non-conformance is found to have occurred as a result of environmental or stress testing, misuse, neglect, improper installation, accident or as a result of improper repair, alteration, modification, storage, transportation or improper handling.
Limitation of Liability
Notwithstanding anything to the contrary contained in these Terms and Conditions and any Contract, in no event shall either party be liable to the other party for loss of production, loss of profit, loss of use, loss of business or market share, loss of data, revenue or any other economic loss, whether direct or indirect, or for any special, indirect, incidental or consequential damages, whether or not the possibility of such damages could have been reasonably foreseen and whether as a result of breach of contract, warranty or tort.
No action, regardless of form, arising out of any alleged breach of contract or obligations under these Terms and conditions or any Contract may be brought by either party more than one (1) year after the cause of action has occurred.
Notwithstanding anything to the contrary contained in this Terms and conditions or any Contract, in no event shall either party’s liability to the other party for damages exceed an aggregate amount corresponding to the amounts paid by Customer hereunder during the 12 months immediately preceding the relevant claim.
A party suffering loss or damages shall take all reasonable measures to limit such loss or damage.
Software and Documentation
Customer is granted a non-exclusive, non-transferable, paid-up, worldwide license to use, reproduce and distribute potential Software and Product Documentation solely in connection with the sale, distribution and support of the Products integrated in Customer’s products in accordance with these Terms and conditions. For the avoidance of doubt, the Software and Documentation may not be distributed separately from the Products.
Customer shall not be entitled to add or remove any trade mark, trade name, copyright notices, warning legends or other markings to or from the Software or Documentation, without the prior written approval from Manufacturer or Techship in each specific case.
Further, Customer shall not be entitled to modify, decompile, reverse engineer, translate, adapt, arrange or error correct or make any other alteration of the Software or Documentation, or to create derivative work using the Software or Documentation.
Notwithstanding anything in these Terms and conditions and any Contract to the contrary, it is understood that neither Customer receive any title or ownership rights to the Software or Documentation, nor any other intellectual property rights.
The obligations of (Software License), shall survive indefinitely.
Other Terms and Conditions
Upon receipt of a purchase order duly issued in accordance with these Terms and conditions, Techship will within three (3) Business Days notify Customer of its acceptance or rejection (together with a reasonable explanation for any such rejection) of such purchase order. Techship reserves the right to request any additional information that it deems necessary both before and after acceptance of a purchase order. Should Techship for some reason reject such purchase order, any received advanced payment will be returned to Customer.
Manufacturer may at any time, at its sole discretion and expense, make changes to the Products in form, fit or function, provided that Customer is notified of any such changes at least 30 (thirty) days in advance and provided that the functionality is equal or better compared to the Specification.
If Manufacturer discontinues its production and sale of the Products Techship can at any time at its sole discretion and without liability to Customer discontinue supply of the Products. Techship shall use reasonable efforts to notify Customer thereof with three (3) months’ notice.
Customer shall be responsible for all taxes, customs and other duties or charges which may be levied or assessed in connection with this order.
If in accordance with present or future applicable laws or regulations, Techship shall be obliged to pay, or Customer obliged to deduct from any payment to Techship, any amount with respect to any taxes, customs or any other duties or charges for which Customer is responsible as stated above, Customer shall increase the payment to Techship by an amount to cover such payment by Techship or deduction by Customer.
Techship shall use its reasonable efforts to adhere to the agreed delivery dates. If Techship at any time has reason to believe that any delivery of Products will be delayed, Techship shall notify Customer in writing and state the estimated period of delay.
Circumstances outside of Techship’s control, including but not limited to circumstances which are attributable to Customer or any third party, shall entitle Techship to postpone any of its undertakings to such extent as is reasonable having regard to all circumstances.
All transportation costs and risk of loss incurred with respect to the repair and/or replacement of defective deliverables shall be borne by Customer when returned to Techship. Customer undertakes to comply with Techship’s instructions concerning disposal of defective Products.
Customer are responsible for obtaining any export approvals, or similar, from the relevant authorities which may be required for export of the Products or Systems which the Products are installed in.
The parties shall be excused from the performance or punctual performance of any of its obligations under these Terms and conditions and any Contract and such obligations shall be extended by a period reasonable under the circumstances if the performance thereof is prevented or delayed by industrial (including labor) disputes or any cause beyond the affected party's reasonable control which, without in any way limiting the generality of the foregoing, shall include acts of God, natural disasters, fire, explosions, riots, wars (whether declared or not), hostilities, revolutions, civil disturbance, accidents, embargo or requisition, shortage of material, terrorist acts, sabotage, nuclear incidents, epidemics, strikes or delays in the performance of its subcontractors caused by any such circumstances (Force Majeure).
The warranties given in these Terms and Conditions constitute the only warranties and obligations made by Manufacturer or Techship with respect to the products or any other part thereof and are in lieu of all other warranties of merchantability and fitness for a particular purpose and the remedies stipulated in these Terms and Conditions are the sole and exclusive remedies.
None of the parties shall advertise or publish any information related to this order without the prior written approval of the Customer or Techship, as applicable.
These Terms and Conditions and any Contract shall be governed by and construed in accordance with the laws of Sweden (except for its conflict of law rules).
All disputes, differences or questions between the parties with respect to any matter arising out of or relating to these Terms and Conditions and any Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, in Stockholm, Sweden, by three (3) arbitrators appointed in accordance with the said Rules and the proceedings shall be conducted in the English language.
All awards may if necessary be enforced by any court having jurisdiction in the same manner as a judgment in such court.
The parties undertake and agree that all arbitral proceedings, shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.