AIS Technology Ltd, herein after referred to as the Seller, agrees to supply goods to the Buyer on the following terms and conditions of sale.
1 General Definitions
a) Seller means AIS Technology Ltd. of BLB903, Bulebel Industrial Estate
Zejtun, ZTN 3000, Malta.
b) Buyer means organisation or person placing an order with the Seller.
c) Goods mean the products and services listed in the confirmation of order issued by the Seller.
d) Order means a duly authorised order from the Buyer for the goods accepted by the Seller under these Terms.
2 Exclusion of Other Terms
Only these conditions shall apply to all estimates and quotations made by and all contracts for the sale of the goods by the Seller. No alteration or qualification of these terms, whether issued by the Buyer or contained in the Buyer’s order or otherwise, shall be effective unless expressly accepted in writing by an authorised officer of the Seller.
The delivery date is as confirmed by the Seller in the Confirmation of Order. The Seller will take all reasonable steps to deliver the goods on any stated agreed date, however the Seller shall have no liability to the Buyer for any delay in delivery.
In the event that delivery is affected by installments, each delivery shall constitute a separate contract without prejudice to subsequent deliveries and shall be due for payment from the Buyer accordingly.
4 Non Acceptance by the Buyer
If by reason of the Buyer’s default, goods have not been taken up or delivered by the applicable delivery date, the Seller may (without prejudice to its right to claim damages) suspend delivery of the goods or treat the contract as repudiated with regard to those goods or store goods at the expense and risk of the Buyer until they are taken up or do any combination of the foregoing. Goods whether wholly or partially assembled remaining in the Seller’s or the forwarding agent’s possession may be invoiced whereupon payment shall forthwith become due together with interest and storage charges.
The Seller warrants that the Goods will conform to their product description. The Seller shall provide the guarantee or warranty offered by the original manufacturer or producer of such Goods in so far as the Seller is able to enforce the same against such manufacturer or producer. In the event that any part shows defective material or workmanship enforceable under the original manufacturer’s warranty, the Seller agrees to replace or at its option repair the part free of charge, subject to the part being returned to the Seller at the Buyer’s cost. No guarantee as to quality is given or shall be implied with regards to existing Buyer’s equipment. A four month labour warranty is provided from the date of purchase for all electronic machines supplied by the Seller.
The Seller’s obligations under this clause are subject to the following:
5.1 The product not having been abused, misused or improperly maintained and/or repaired during such period,
5.2 The defect not having been the result of voltage surges/burnout, lightning, or other force majeure
5.3 Accessories used as integral to the Product have been approved and supplied by the Seller.
5.4 The goods not having been subject of tampering with, malicious damage or sabotage.
No warranty is given that the goods supplied are suitable for purposes other than those which the Buyer has made expressly known to the Seller. The Seller’s maximum liability under this clause is limited to the purchase price of the product, and in no event shall the Seller be liable for any consequential, indirect, incidental or special damages of any nature, whether in tort or contract or otherwise arising from the same or the use of the product. The rights conferred by these conditions shall so far as legally possible replace and exclude all civil code, statutory or other warranties or conditions whether expressed or implied.
The Seller’s warranty for software products is as stated in the licensing terms packaged and delivered with the programs. Furthermore and in particular to software products and/or software operated equipment, in no event shall the Seller be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the equipment and/or software product or the provision of or failure to provide support services, even if the Seller advised of the possibility of such damages.
6 Property and Risk
The property in and the legal and equitable title to the goods shall remain vested in the Seller until they have been paid for in full. If payment for the goods shall be overdue or is not received for any reason or if a liquidator is appointed over the business of the Buyer or a resolution passed or a petition presented for liquidation of the Buyer or if the Buyer commits an act of bankruptcy, the Seller shall be entitled to enter the Buyer’s premises without notice in order to recover the goods. The Buyer will bear the risk of loss or damage to the goods from the point of delivery.
Designs, sketches, layouts, etc., originated by the Seller are submitted in confidence and unless otherwise agreed in writing they and the copyright in them will remain the Seller’s. No responsibility is accepted by the Seller for errors in drawings or specifications approved by the Buyer. The Buyer will be responsible for any printed matter approved by him and /or his appointed consultant and for any design, shape or construction to the Buyer’s specification and shall indemnify the Seller against any cause arising thereof.
The Seller’s or the Buyer’s rights shall not be affected or restricted by any indulgence or forbearance by the other party. No waiver by the Seller of any breach shall operate as a waiver for any later breach.
The Buyer agrees to pay the Seller the price for the goods within 30 days from date of invoice except where specific payment terms have been agreed as detailed in the Confirmation of Order. In default of payment on the due date, the Seller without prejudice to its rights hereunder shall have the right to charge the Buyer interest on the overdue payment at the annual rate of 4% over the BOV Bank base rate in force from time to time plus 2% handling charges from the date payment was due until the date payment is made to the Seller. The Seller reserves the right to suspend any further deliveries or services to the Buyer and to repossess goods that have not been fully paid for.
Cancellation or variation of the contract by the Buyer shall be effected provided that the Buyer accepts to pay any compensation that the Seller may suffer due to such cancellation or variation of the contract.
Either party to this agreement shall be entitled (without prejudice to any other rights it may have forthwith) to treat the whole contract with the party as repudiated and terminated and to claim damages for any loss caused to it by such termination in the event that the other party is in any way in breach of any term of the contract including payment terms or shall become bankrupt or compound or make any arrangement with its creditors or being a limited company enters into liquidation whether compulsory or voluntary or has a liquidator appointed over the business of the Buyer.
12 Force Majeure
The Seller shall not be responsible if the performance of any of its obligations hereunder is prevented, hindered, delayed or in any way interfered with whether directly or indirectly by reason of war, civil commotion, strike, lockout or any other industrial or political action or dispute, flood, fire, bad weather, accident or stoppage to works, machinery breakdowns, shortage of or difficulty in obtaining labour, materials, equipment, fuel, power transport or by reason of any cause whatsoever beyond the Seller’s reasonable control or that of its sub-contractors, carrier or suppliers. In the event of such prevention, hindrance, delay or interference the Seller may defer or determine this contract or any part of it without any liability to the Buyer. Any of the causes enumerated herein shall be deemed to prevent the Seller’s if it affects the performance of the aggregate of their obligations under any contract whether with the Buyer, the Supplier or Third Parties.
The Seller may modify without notice existing designs and specifications of the goods from time to time as it may in its sole discretion consider expedient, not withstanding any item of goods has been shown to the Buyer. A contract of sale by the Seller does not constitute a sale by sample.
14 Service and Support
The Seller shall endeavour to provide backup service and support of the products for as long as they are available on the market. The Seller shall also be responsible to pass onto the Buyer adequate information and in sufficient time to be able to carry out modifications or improvements should any of the products be upgraded, phased out or made obsolete by the original manufacturer.
15 Intellectual Property Rights
The Seller and its licensors retain all intellectual property rights in the Goods.
The supply of the Products and the publication of any information or technical data relating thereto does not imply (and the Seller gives no warranty as to) freedom from the patent, registered design or other industrial property rights of third parties.
16 Program Licence
The Buyer is granted a non-exclusive non-transferable licence to use the programs for the purposes and subject to any limitations referred to on the Order or in the Goods descriptions for the programs.
Programs are licensed for use on the identified equipment. The identified equipment is either as stated on the relevant Order of (in the absence of such a statement) the equipment with which the programs are first used.
17 Governing Law, Jurisdiction and Dispute
The order shall be governed and construed in all respects in accordance with Maltese Law and subject to jurisdiction in the Maltese Islands. Any dispute arising out of or in connection with this Agreement shall be resolved by the parties negotiating amicably. In the event that such negotiations shall not resolve the dispute, such dispute shall be referred to the arbitration in Malta of a single arbitrator appointed by agreement between the parties or, in default of agreement within fifteen (15) days, nominated on the application of ether party by the Chairman of the Malta Arbitration Tribunal.
If for whatsoever reason the dispute is not submitted to arbitration by either party within a period of two (2) months from the date that the dispute first arises, either party may submit the dispute to the Courts of Malta. Likewise, either party may submit the dispute to the Courts of Malta in the event that for whatsoever reason the nominated arbitrator shall not have accepted his nomination.