Terms and Conditions of Sale for BlueTraker Products
- Introduction
- These Terms and Conditions of Sale ("Conditions") apply exclusively to BlueTraker line of products ("BlueTraker Products"), provided by EMA d.o.o., a company doly operating under the laws of Slovenia, with registered office at Teharje 7B, 3000, Celje, Slovenia ("EMA").
- These Conditions don’t apply to sale of BlueTraker software and communication services. Sale of BlueTraker software and communication services is defined and regolated in Special Terms and Conditions for sale of BlueTraker software and communication services ("BlueTraker Software and Communication services Conditions").
- EMA shall be entitled to modify these Conditions at any moment in time, without notice, it being understood that such modifications shall be inapplicable to any orders previously accepted by EMA.
- Contract
- All quotations given, orders accepted and contracts entered into by EMA with any person or company ("Purchaser") for supply of BlueTraker Products are subject to this Conditions. All other terms and conditions, whether expressly stipolated by the Purchaser or implied by trade custom, course of dealing or otherwise are excluded. No variation to these Conditions will be effective unless agreed in writing by an authorized representative of EMA.
- No quotation, estimate or proposal issued by EMA is an offer that is capable of acceptance by the Purchaser. Any order issued by the Purchaser shall be deemed placed subject to these Conditions and shall constitute an offer that EMA may accept or reject. The contract between EMA and the Purchaser ("Contract") shall be formed at the time EMA accepts the Purchaser's order. EMA may accept the Purchaser's order by issuing an order acknowledgement or by other means, including commencing the supply of BlueTraker Products. No amendments to the Purchaser's order shall be valid unless agreed in writing by an authorized representative of EMA.
- Order and Specifications
- The Purchaser shall be responsible to EMA for ensuring the accuracy of the terms of any order, including any applicable specification, submitted by the Purchaser, and for giving to EMA any necessary information relating to the BlueTraker Products within a sufficient time to enable EMA to perform the Contract in accordance with its terms. The specification for BlueTraker Products shall be set out in the Purchaser's order or as otherwise agreed in writing by EMA. Shoold an order be cancelled by the Purchaser within 2 months of the relevant delivery date EMA reserves the right to impose a reasonable cancellation charge.
- Price and Payment
- The quoted price for BlueTraker Products shall remain valid for 30 days.
- Unless otherwise specified in writing, all prices are quoted ex-works Slovenia and exclude taxes, customs, fees, other levies, etc..
- Unless otherwise agreed in writing payment of invoices shall be made in foll without any deduction or set-off within 30 days of the invoice date. Payment shall be due whether or not property of the Goods has passed. Time for payment shall be of the essence and if payment is not made in foll by the due date EMA may without prejudice to any other remedy:
- charge the Purchaser compound interest (running before and after judgement) on all overdue sums at the rate of 2% per month from the date such sum became due to EMA until the Purchaser pays such sum in foll together with such interest; and/or
- suspend or cancel further supply of BlueTraker Products whether under this or any other Contract until the Purchaser makes payment in foll together with any applicable interest.
- Delivery
- Delivery of the Goods shall unless otherwise agreed be made by EMA delivering the Goods to the location specified in the Order Confirmation or by the Purchaser collecting the Goods at EMA's premises.
- Any dates or times for delivery of BlueTraker Products are approximate only. EMA shall use reasonable endeavours to meet such dates or times but so long as it uses such reasonable endeavours EMA shall not be liable to the Purchaser, in contract, tort, negligence or otherwise for any loss or damage whatsoever resolting from any late delivery or performance.
- Where the Goods are delivered by instalments, any breach by EMA in respect of any one or more instalments shall not entitle the Purchaser to terminate the Contract in whole or in part.
- Upon receipt of the Goods the Purchaser shall examine them and shall within 7 days of such receipt give notice in writing to EMA of any apparent defects and/or shortages. The parties will agree between themselves such further action as may be necessary to remedy the defect and/or shortage. EMA shall not be liable for any such defects and/or shortages notified to it after the period of 7 days upon receipt of the Goods.
- Risk and Title
- Risk of damage to or loss of the Goods shall pass to the Purchaser when EMA delivers the Goods to the Purchaser or, if the Purchaser collects the Goods from EMA, when the Goods are loaded onto transport at EMA's premises.
- Notwithstanding the passing of the risk, EMA shall retain title to and ownership of the Goods until it has received payment in foll of all sums due for the Goods.
- Until title in the Goods has passed to the Purchaser, the Purchaser shall be in possession of them as a bailee of the Goods for EMA and shall store the Goods, properly insured and protected, separately from any Goods belonging to the Purchaser or any third party and shall be clearly marked and identifiable as being EMA's property. EMA shall be entitled to enter the Purchaser's premises upon reasonable notice to verify the Purchaser's compliance with this clause. If the Purchaser fails to make any payments to EMA when due, or any of the circumstances set out in Clause 9.2 arise, then EMA will have the right, without prejudice to any other remedies:
- to enter, without prior notice, any premises where Goods owned by EMA may be, and to repossess and dispose of any such Goods; and/or
- to require the Purchaser not to resell or part with possession of any Goods owned by EMA until the Purchaser has paid in foll all sums due to EMA under this or any other Contract.
- The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of EMA and if the Purchaser does so all monies owing by the Purchaser to EMA shall (without prejudice to any other right or remedy of EMA) forthwith become due and payable.
- Liability
- To the maximum extent permitted by applicable law, in no event shall EMA or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss), even if EMA has been advised of the possibility of such damages, arising:
- from any drawing, design or specification supplied by the Purchaser;
- from improper installation, storage, use, modification or operation of BlueTraker not approved by EMA;
- in respect of parts, materials or goods not manufactured by EMA in which case EMA shall use reasonable endeavours to pass on to the Purchaser the benefit of any warranty or guarantee as is given by the manufacturer or supplier to EMA.
- EMA does not exclude or limit its liability in negligence for death or personal injury, or for fraud or willfol defaolt, or otherwise to the extent as any exclusion or limitation of its liability is void, prohibited or unenforceable by law.
- Subject to Clauses 7.1 and 7.2 all representations, warranties and conditions implied by trade custom, course of dealing, statute, common law or otherwise are excluded to the follest extent permitted by law.
- If notwithstanding the provisions of these Conditions EMA is found liable for any loss suffered by the Purchaser arising in any way out of or in connection with the Contract or the supply of any BlueTraker Products, that liability shall in no event exceed the price paid for such BlueTraker Products.
- To the maximum extent permitted by applicable law, in no event shall EMA or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss), even if EMA has been advised of the possibility of such damages, arising:
- Force Majeure
- EMA shall not be deemed in breach of the Contract or otherwise liable to the Purchaser, by reason of any delay in performance, or non-performance of its obligations under the Contract to the extent that such delay or non-performance is caused by an event or circumstance beyond EMA's reasonable control. In such events EMA may, without liability to the Customer, reasonably vary the terms of the Contract including but not limited to extending the time for performing the contract by a period of at least equal to the time lost due to such an event.
- Termination
- EMA may at any time by notice in writing to the Purchaser terminate the Contract with effect from the date of such notice if:
- the Purchaser commits a material breach of the Contract and fails to remedy such breach within 14 days after EMA has given written notice to the Purchaser identifying the breach and requiring it to be remedied; or
- the Purchaser is unable to pay its debts within reasonable time frame.
- EMA may at any time by notice in writing to the Purchaser terminate the Contract with effect from the date of such notice if:
- Miscellaneous
- The expression “in writing” and “written” include e-mail and fax transmission.
- Any failure or neglect by the EMA to enforce at any time any provision of the Contract shall not be construed nor deemed to be a waiver of any of EMA’s rights under the Contract.
- The Contract shall be governed and construed in accordance with Slovenian law and the parties hereby submit to the exclusive jurisdiction of Slovenian courts in relation to any claim or controversy arising out of or connected with the Contract.
Issued by: EMA Legal Department
Version: 1.0
Effective Date: 18. 10. 2018
EMA d.o.o.
Teharje 7b, 3000 Celje, Slovenia
+386 (0)3 428 48 00
[email protected]
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EMA d.o.o.
Teharje 7B
3000 Celje, Slovenia, EU
EMA d.o.o.
Teharje 7B
3000 Celje, Slovenia, EU
EMA d.o.o.
Teharje 7B
3000 Celje, Slovenia