Scope
(a) Unless otherwise specified in a written agreement signed by a duly authorized representative of WeDoIT and its affiliates (“Seller”), these Terms and Conditions of Sale (“Terms”)
apply to all sales of Products sold or distributed by Seller.
The Terms constitute the sole agreement between the Buyer and the Seller with respect to the purchase and sale of Products.
Additional or different terms and conditions specified by Buyer in a quotation, purchase order
or otherwise shall not be binding on Seller.
Notwithstanding anything to the contrary in Buyer’s Terms and Conditions of Purchase, Buyer agrees that Seller’s acceptance of Buyer’s purchase order in writing or by email
(or through a system agreed to by both parties for this purpose) constitutes acceptance of Buyer’s purchase order (1) of the terms and conditions set forth in the Terms and Conditions and (2) its
noncompliance.
The Buyer’s terms and conditions of purchase shall apply.
Seller’s failure to object to the terms contained in any communication from Buyer shall not constitute a waiver of the terms.
(c) Buyer agrees and understands that Seller does not manufacture any Products or other hardware products and acts as an intermediary between its suppliers and Buyer.
Certain obligations of Seller under these Terms (including, but not limited to, the supply of Products)
may actually be performed by a supplier on behalf of Seller.
Delivery of Products to Buyer must comply with the terms and conditions of
suppliers and any other agreements between Seller and its suppliers.
If software is supplied to Buyer by Seller or any of its suppliers, whether or not combined with Products, Buyer acknowledges that use of such software is subject to the software license terms of Seller, suppliers or third parties applicable to such software,
.
All provisions of the Terms also apply to the supply of Software to the extent that they do not conflict with the applicable Software License Terms.
- Definitions
Include any business entity that directly or indirectly controls or is controlled by one of the parties
Conditions. An entity is deemed to “control” another entity
if it directly owns or indirectly owns more than fifty (50) percent of the issued and outstanding voting securities, equity or other
comparable equity or ownership interests of that business entity.
Buyer. Each Buyer of Seller’s Products.
Term. Unless otherwise agreed in writing by the parties, the date the Product is
delivered to the carrier at the place of shipment.
party Buyer or Seller (collectively, the “Parties”).
Price. Any price for the supply of Products published or offered by or made available to Seller
received by Buyer in a commercial quotation provided by Seller.
Product. Any hardware product supplied to Buyer by or on behalf of Seller pursuant to these Terms.
Order. Any order placed by Buyer to purchase Products. Purchase Orders
include, but are not limited to, the quantity, face value and exact
specifications of the Products, delivery schedule, delivery location and cost.
Confirmation
of Purchase Order
Seller’s written confirmation of a Purchase Order.
Authorization
of returned
material
Written authorization by Seller or one of its suppliers on behalf of Seller to return the Products.
Return Material Authorization. Each RMA shall have an RMA number for Buyer to use when returning products Buyer or one of its
suppliers.
Seller WeDoIT GmbH and its subsidiaries.
Unless otherwise agreed with Seller, shipment shall be made from the location of the supplier specified by Seller.
Supplier to third parties who manufacture or are involved in the manufacture of products and/or
the delivery of products to Buyer on behalf of Seller.
These General Conditions of Sale shall apply. - Price and payment
(a) Prices are based on current economic and financial conditions at the time of the offer by the seller; they may be adjusted at any time to take account of fluctuations
in these conditions. All prices are subject to change by the Seller at any time without notice. Unless otherwise specified in writing, written quotations expire thirty (30) calendar days from the date of issue and may be modified or canceled during that period by notice from
Seller.
(b) Prices are exclusive of any applicable taxes, duties or tariffs imposed by any governmental authority, which the Buyer must additionally pay to the Seller. All taxes, other than income taxes, including, but not limited to, sales, use,
excise or value added taxes, applicable to the manufacture or sale of Products shall be paid by Buyer and added to the price, if any. In lieu of charging a specific tax, Buyer may, if applicable, provide Seller with a tax exemption certificate in a form acceptable to the tax authorities
.
(c) Unless expressly stated otherwise, freight, insurance or special packaging costs are not included in the prices.
(d) All Seller’s or Supplier’s quotations and related documentation are subject to strict confidentiality and shall not be disclosed to any third party or Buyer’s employees who do not have a need to know. The Buyer undertakes to ensure the necessary protection, confidentiality and security of the confidential information provided by the Seller or its suppliers
, whether of a commercial, technical or other nature.
All Confidential Information of Seller or its suppliers in Buyer’s possession shall, at Seller’s request, be promptly returned to Seller or destroyed, irretrievably erased and rendered unusable in Buyer’s warehouse,
that cannot reasonably be made available to Seller.
(e) Seller reserves the right, in its sole discretion, to require completion of the sale subject to Buyer issuing an irrevocable letter of credit in favor of
of Seller, confirmed by an established financial institution acceptable to Seller and payable to Seller in Euros or U.S. Dollars (at Seller’s option)
, upon presentation of a bill of lading evidencing delivery of the Products to a carrier for delivery to Buyer.
(f) The Seller reserves the right to issue invoices in euros or another currency of its choice. The exchange rate between the currencies shall be the exchange rate valid on the day of delivery.
For all offers submitted If the seller is paid by the seller in currencies other than euros, the seller reserves the right to adjust the prices quoted in an offer due to exchange rate fluctuations between the date of the offer and the date of an order sent by the buyer on the basis of this offer
.
(g) Seller reserves the right to change the credit terms extended to Buyer at any time prior to the delivery date if Seller believes in good faith that Buyer’s creditworthiness has changed adversely.
In this case, the seller may also demand partial or full advance payment. If the Buyer rejects the amended credit terms, either party may cancel the orders concerned without incurring any liability on the part of the other party. In the event of bankruptcy
or insolvency of the Buyer or in the event that proceedings are instituted by or against the Buyer under any bankruptcy, insolvency or equivalent law, the Seller may cancel any outstanding order without liability
and the Seller shall be compensated by the Buyer for any costs incurred and lost profits for canceled orders.
(h) The Seller shall invoice the Buyer on the delivery date. Unless otherwise agreed in writing between the parties, such invoices shall be due and payable within thirty (30) days from the date of invoice and delivery.
Irrespective of the means of payment used, payment shall only be deemed to have been made when the seller’s account has been credited in full and irrevocably.
All payments made or due by Buyer shall be fixed and non-refundable and payable by Buyer notwithstanding any termination of these Terms.
(i) Overdue payments shall be subject to finance charges from the due date for all amounts invoiced, calculated at regular intervals of 1.5% per month (or up to the maximum rate permitted by law at Seller’s option).
Any defects or other reasons not recognized by the Seller shall not entitle the Buyer to reduce the invoice amount or to refuse payment. In any case, payment of the invoice amount must be transferred in due time.
The Seller is entitled to invoice the Buyer for any unjustified deductions. In the event of overdue invoice amounts, the Seller reserves the right to suspend
product deliveries and to suspend the fulfillment of obligations under the conditions until the Buyer has paid all overdue invoice amounts. If the Buyer has not paid the amount due within two (2) months of the due date, the Seller shall be entitled to terminate the Terms by giving written notice to the Buyer
and claim compensation for any loss suffered by the Buyer.
(j) Any bank charges incurred for the payment of invoices shall be borne by the Buyer.
(k) The Seller shall retain title to the Product until the Buyer has made full payment for the Product in accordance with this Article 3. - Orders and Deliveries
(a) An order must contain the correct and complete product name and all required specifications (including but not limited to quantity, delivery schedule, delivery location and cost) in order to be valid.
Acceptance of an order will only be made after written confirmation of the order by the Seller to the Buyer. Seller reserves the right to make acceptance of an order contingent upon
prepayment or other payment Guarantees.
(b) Unless expressly agreed to in writing by Seller, all sales shall be Ex Works Incoterms 2010 at Seller’s designated place of manufacture (which place of manufacture shall be deemed to be the location of a supplier, if applicable).
Title and risk of loss and damage shall pass to Buyer upon delivery of the Products to the first carrier at the place of shipment. Buyer shall pay all freight charges necessary to transport the Products from the place of shipment to the destination address specified by Buyer in the Order.
Unless the Seller has received and accepted written instructions from the Buyer, the Seller shall decide on the method of shipment, insurance and the carrier to be used at its sole discretion.
For the avoidance of doubt, it should be noted that the risk passes to the buyer at the latest when the product is handed over to the first carrier, in any case,
even if the seller or one of its suppliers undertakes to ship the product to its destination at the buyer’s request or as described above
.
(c) The Seller orders production from its suppliers in accordance with the planned shipping date, which is confirmed in its order confirmation.
However, the buyer acknowledges that the seller has no control over the suppliers and the scheduled shipping date is only an estimate.
Failure to perform within the due date shall not entitle the Buyer to any compensation and shall not give rise to any liability or responsibility on the part of the Seller. The Seller reserves the right to make partial deliveries (or have them made by suppliers)
and invoices will be issued according to the quantity delivered. The Seller reserves the right to make (or arrange for suppliers to make) production deliveries in whole carton quantities.
If such deliveries deviate from the ordered quantity by no more than ten percent (+10%), the Seller shall invoice the excess quantity.
If such deliveries deviate from the ordered quantity by at least ten percent (-10%), the Seller shall cancel the remaining quantity. In both cases, the buyer accepts the actual quantity and the corresponding invoice.
(d) If the Buyer considers that it cannot accept delivery of the Products on the Delivery Date, it shall promptly notify the Seller in writing, stating the reason for and the time at which it can accept delivery.
If the buyer does not accept the delivery on the delivery date, he must still pay part of the purchase price due on delivery as if the delivery had been made.
The Seller shall ensure that the Products are stored at the risk and expense of the Buyer for a maximum period of six (6) months.
If delivery of the Products is delayed or temporarily impossible for other reasons for which the Seller is not responsible, the Seller shall also be entitled to store the Products (or have them stored by one of its suppliers) at the risk and expense of the Buyer.
After a period of three (3) months, the Seller shall be entitled to ship (or have shipped by one of its suppliers) Products that have not yet been shipped to the Buyer at any time.
(e) Orders confirmed by the Seller are binding and may only be changed or canceled by the Buyer with the Seller’s written consent, which will only be considered on a case-by-case basis and is subject to reasonable compensation to the Buyer for costs incurred and profits lost by the Seller.
Notwithstanding the Seller’s agreement above and any other reasonable agreement, in the event of cancellation by the Seller, the Seller
shall be liable to pay a minimum of ten percent (10%) of the order.
(f) In the event of any delay (including but not limited to failure to provide all required information and specifications) or breach of the Conditions by the Buyer, the Seller may refuse further deliveries or elect to continue with deliveries notwithstanding such delay or
breach
(g) In the event of an unreasonable delay in payment, the Seller shall be liable in addition to the full amount of payment and the charges referred to in Article 3(i) 3(i)(k)3(k).
Among other things, the seller has the right to demand the return of the products to the seller without having to cancel the respective individual order.2(i)2(k) - Specifications and Acceptance
(a) All Products are subject to Seller’s and Supplier’s standard specifications in effect on the date Seller or one of its suppliers ships the Products.
Seller reserves the right to change the specifications of any Product at any time without prior notice to or consent of Buyer.
(b) Buyer shall notify Seller, the supplier delivering the Product and the carrier within thirty (30) days after delivery of the Products to a common carrier or to Buyer, whichever is earlier, of (i) any discrepancies between the type and quantity of Products delivered; or (ii) damage to the Products.
If no such notice is given, Buyer shall be deemed to have accepted the Products as invoiced.
The provisions of this Article 5(b) shall not apply to Products accepted by Buyer at Seller’s facilities.4(b)
(c) Products may be returned only upon prior notice to and approval by Seller.
Products shall be returned only with a valid RMA number at Buyer’s expense and freight prepaid to the return location designated by Seller. Products returned without the Seller’s consent or without a valid RMA number
will be returned to the Buyer. Any allegedly non-conforming batch of products must be accompanied by the exact reason for rejection and the relevant test report and proof of purchase.
Returned products must not have been altered, damaged or tampered with.
No credit notes for non-conforming products will be issued or replacement products shipped until the seller is satisfied, after appropriate testing and inspection, that the product was in fact non-conforming.
Notwithstanding the foregoing, Seller shall not be responsible (a) for failure to conform to the Specification if such nonconformity does not affect the use of the Products or have non-reproducible consequences Defects or (c) for defects attributable to parts, software or other materials or instructions furnished by Buyer. - Warranty
(a) Seller warrants only to Buyer, and not to Buyer’s affiliates or customers or third parties, that all Products will perform in accordance with Seller’s or Supplier’s specifications for a period of one (1) year from the date of shipment.
The seller’s liability is limited exclusively to the replacement of paid products.
(b) The warranty does not apply if:
A. Seller is not notified in writing within thirty (30) days of Buyer’s discovery of defective Products, or the defective Products are not received by Seller within one (1) year from the date
of shipment with a valid RMA number and a detailed description of the alleged defect.
b. The non-conforming products have been altered or damaged or their labeling has been altered or removed by a party other than the seller.
c. Seller’s or Supplier’s examination of the Products will disclose that the alleged nonconformity is not reproducible, is not material, does not affect the use of the Products or is attributable to parts or software
or is caused by misuse, neglect, improper installation, repair, modification, accident or other omission not attributable to Seller or Supplier.
d. Non-conforming products have been subjected to abnormal conditions (mechanical, electrical or thermal) during installation or use, or the non-conformity of the products is due to excessive use of the maximum values set by the seller or supplier (temperature limit, maximum voltage, etc.),
from an incorrect choice of application by the buyer or from a specification other than the corresponding specification.
e. Non-compliant products have been used in a non-standard environment. A non-standard environment is an environment that requires a level of robustness that is not documented in the applicable specification,
such as space, military and/or nuclear environments.
F. The Seller had advised the Buyer prior to delivery that the non-conforming products may not meet the applicable technical specifications (risk products) or may be experimental, developmental or unqualified products.
G. The non-compliant products have been found to be in breach of Articles 7(d) and 6(d).
(c) If Seller determines that the Products are non-conforming, Seller shall, at its sole discretion and in cooperation with its suppliers, repair or replace the non-conforming Products or provide a credit or rebate.
The purchase price. Seller and suppliers may use refurbished parts to repair or replace warranted products if they reasonably determine that such parts have the same estimated useful life as new parts.
Seller will return repaired or replaced products to Buyer at Seller’s expense. Notwithstanding the foregoing, Buyer shall bear any additional costs resulting from the fact that the Products are located in a place,
which is not the place of delivery.
(d) In no event shall the Seller or the Supplier be liable for any costs associated with the removal (or reinstallation) of any Products in or from any property, appliance or equipment into which such Products have been incorporated or used.
The buyer is obliged to arrange for the removal, dismantling and reassembly of the products or associated equipment at his own expense.
(e) If no defect is found in the Products, Seller and its suppliers shall be entitled to compensation for the costs incurred in notifying Buyer pursuant to Article 6(b).5(b)
(f) Except as otherwise expressly provided in this Article 6, Seller makes no warranties or representations, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. In no event shall the seller be liable for incidental or consequential damages in connection with the products. The warranties set forth in these Terms are the Buyer’s sole and exclusive remedy. - Limitation
(a) Seller’s liability for a material breach of these Terms shall be limited to one hundred thousand euros (€100,000) or the refund of the purchase price paid by Buyer,
whichever is less subject to reimbursement or indemnification of Seller by its suppliers.
(b) In no event shall Seller be liable for any costs associated with Buyer’s procurement of replacement products.
In no event shall Seller be liable for any special, indirect, consequential or incidental damages, including lost profits, whether based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages.
(c) Seller shall not be liable under these Terms for any loss arising out of any claim against Buyer or for any indirect, incidental, consequential or punitive damages, including, but not limited to, lost profits or loss of use, resulting from any breach or omission by Seller,
including any breach or omission resulting from any infringement or alleged infringement of any patent. trademark, copyright, mask work rights or other intellectual property rights.
Buyer’s sole remedy and Seller’s sole and entire liability for any cause or action, whether in contract (including breach of warranty) or tort (including negligence or misrepresentation), shall be limited to the price of the products or software giving rise to the claim.
Buyer shall at all times notify Seller and suppliers who have delivered the goods of any breach or potential suit or claim relating to the products and give Buyer a reasonable opportunity to
cure the breach or file the suit or claim.
(d) Products are not approved for use as critical components in life support devices or systems.
Purchasers shall not integrate, sell, distribute or use any product in connection with any application or system where product failure could result in death or personal injury.
Seller expressly disclaims any responsibility for such use, which shall be at Buyer’s sole risk, even if Seller has been informed
writing of such use. Buyer agrees to indemnify and hold Seller, its suppliers, their officers, employees and affiliates harmless from any costs, losses, liabilities or expenses (including, but not limited to, attorneys’ fees and other litigation costs or threatened litigation costs) arising out of any violation of the foregoing prohibition by Buyer or any person or entity receiving Products through Buyer.
(e) The Seller shall not be liable for damage to property caused by the Products after they have been delivered and while they are in the possession of the Buyer or its customers.
The Seller shall also not be liable for damage to products manufactured by the Buyer or to products containing the Buyer’s products.
Should the Seller or its suppliers be held liable to third parties for such property damage, the Buyer shall be liable to indemnify, defend and hold harmless the Seller and its suppliers.
Buyer shall indemnify Seller and its suppliers against all claims, liabilities, damages or costs arising from any infringement (direct or contributory) of patents, copyrights, trademarks or other proprietary rights resulting from Seller’s or its suppliers’ compliance with the designs or specifications provided by Buyer.
(f) No compensation may be claimed from the Seller under these Conditions if the Buyer itself breaches these Conditions and fails to remedy such breach within thirty (30) days of written notice of the breach from the Seller.
(g) Any liability of either party shall be excluded if the other party fails to give written notice of its claims within six (6) months of becoming aware of such rights.
(h) The limitations of indemnity and liability set out in this Article 7 have been included as a material inducement to the parties to agree to these Terms. They are fundamental elements of these Terms.
The parties would not have agreed to these Terms if the limitations of warranties and liability set out in this Article 7 did not apply. - Intellectual Property Rights
(a) These Terms do not grant Buyer any rights or licenses other than the right to distribute or resell Products, and no
other rights or licenses may be implied or inferred by any provision of these Terms or by the conduct of the parties.
(b) Vendors, suppliers and their licensors retain, without limitation, all of their proprietary rights in the software, patents, copyrights, designs, drawings, plans or intellectual property rights contained in the Products.
The purchaser is not authorized to disassemble, reverse engineer, copy or modify the software contained in the products or to use or distribute this software other than that contained in the products.
(c) WeDoIT and the logos of WeDoIT and its affiliates are trademarks or registered trademarks in Germany and other countries. Third party trademarks, trade names, product names, images and logos,
or related services (including but not limited to documentation) used may be trademarks or registered trademarks of their own suppliers.
(d) Due to the complexity of electronic component manufacturing techniques and related intellectual property rights, and the fact that the Seller does not manufacture any Products or other hardware products
and acts as an intermediary between its suppliers and the Buyer, the Seller cannot declare that the Products do not infringe any intellectual property rights of third parties.
In the event that a third party brings a claim against Seller or Buyer alleging that the Products delivered to Buyer infringe such third party’s intellectual property rights, Seller agrees, at its sole option and expense,
to defend against the claim or seek a compromise; if an unfavorable and final judgment is rendered against Seller, Seller will, at its sole option, obtain a license from the aforementioned third party or make a modification to protect the Products to avoid infringement.
If such a solution is not feasible for economic or technical reasons, the Seller shall reimburse the Buyer within the limits set out in Article 7(a) up to a maximum amount equal to the amount paid by the Buyer for the infringing Products,
which shall be amortized on a straight-line basis for three years. Seller shall defend and indemnify Buyer accordingly with this Article 8(d) in Article 7(a), provided, however, that Buyer (1) promptly notifies Seller in writing of any infringement claim against Buyer,
(2) allows Seller or its suppliers to control the defense and cooperates with Seller in the defense and any related settlement action.
Moreover, such an exception does not apply to infringement claims:6(a)7(d)6(a)
A. Products manufactured, provided or modified by Seller or its suppliers in accordance with Buyer’s requirements or specifications; or
b. arising from the combination or use of a supplied product with another product, even if that product has no essential use other than as part of such a combination, or
c. which result from the software provided by the buyer, or
d. which result from a modification of the products not carried out by the seller, or
e. result from the conformity of the product with essential industry standards or specifications; For the purposes of this Article, “essential” means that for technical reasons (or where no commercially feasible option exists),
is not possible to comply with the relevant industry standards or specifications without infringing the intellectual property rights of third parties, taking into account common technical practice and the generally available state of the art at the time of product development for products and technologies incorporated into products.
The foregoing provisions constitute the entire obligation of the Seller to the Buyer in the event of a claim against the intellectual property
of a third party in respect of the Products delivered by the Seller.
(e) Notwithstanding anything to the contrary in these Terms, the parties agree that the Seller and the Suppliers shall have no liability or obligation under these Terms (including Articles 7 and 8) in respect of any action,
claim or third party claim relating to the Moore Microprocessor Patent Portfolio as currently asserted by Technology Properties Limited Inc. (including but not limited to the US patent US 5,440,749)
or the European patent EP 0 870 226 or patents claiming priority to any of these patents). - Applicable law
(a) The validity, performance and interpretation of these Terms and Conditions shall be governed by German law.
(b) All disputes arising out of or in connection with these Terms and Conditions, including any question as to their existence, validity or termination, shall be finally settled by arbitration in accordance with the
Arbitration Rules of the arbitral tribunal administered by one arbitrator in accordance with the said Rules.
The arbitration shall take place in Munich. Unless otherwise agreed by the parties, the language The language used in the arbitration shall be English or German. - Force Majeure
(a) Seller shall not be liable for delays or failures due to causes beyond its reasonable control, including but not limited to war (declared or undeclared),
riot, strike, fire, storm, flood, earthquake, accident, shortage of labor or materials, unforeseen manufacturing problems, inability to obtain materials in a timely manner, and failures or delays in transportation, labor disputes, supplier failures, transportation embargoes, government or regulatory actions and legal actions.
Actions and legal steps.
(b) In the event of such excused delay or failure to perform, the delivery date shall be postponed at Seller’s request for a period equal to the time lost due to the delay.
The Seller shall notify the Buyer in writing within a reasonable period after becoming aware of any such event or circumstance. - Export regulations
(a) The products are subject to German export control law and may be subject to import and export regulations and declaration obligations in other countries.
Buyer agrees to strictly comply with all export laws and regulations and acknowledges that it is responsible for making all necessary declarations (including, if applicable, the explanation of cryptographic algorithms)
and obtaining licenses or other governmental approvals for import and, if applicable, export to the extent required after delivery.
Buyer is responsible for being aware of all applicable laws, regulations and requirements relating to the export, re-export, transfer, detour and/or release of products, information, software or technology subject to these Terms.
Buyer shall be solely responsible for compliance with any subsequent export or re-export requirements with respect to products, information, software or technology after delivery or transfer by Seller to Buyer.
Buyer shall not export, re-export or transfer any products, information, software or technology developed using Seller’s technology in violation of any applicable laws or regulations of Germany.
the EU, the United States, Singapore or any other country or regulatory system responsible for the export or re-export of such products, information, software or technology.
(c) The Buyer shall verify and warrant that (a) no companies or persons on the respective restricted lists of Germany, the EU, the USA, Singapore or other competent countries are supplied with products, information, software or technology without a corresponding export license or other legal authorization.
In addition, the Buyer warrants that all products, information, software and technologies supplied by it.
The deliveries and services of the Seller to the Buyer are not intended for use in connection with conventional armaments, nuclear technology or weapons of mass destruction (nuclear, biological, chemical) and their carriers.
Each order in accordance with these terms and conditions and its confirmation is subject to the proviso that the necessary export licenses from the competent export control authorities of Germany, the EU,
to the USA, Singapore or other competent countries as well as all other legally required licenses from the competent authorities have been obtained and that no obstacle arises from the applicable export laws and regulations.
(e) The buyer must sign the international import certificate and/or the end-use certificate, if applicable, and forward them to the seller without delay. Only then can the seller apply for the export license and permits.
The seller will inform the buyer either that the appropriate export licenses and permits have been issued or that an export license or permit is not required if this is later found to be the case.
(f) If the period between the confirmation of an order and the issuance of the required export licenses or other legally required approvals is more than three (3) months,
such order shall be deemed null and void if the Seller so requests after the expiry of the aforementioned period.
(g) Seller reserves the right to inspect the export records of Buyer’s Products at any time to ensure compliance with the obligations set forth in this Article 11.10 - Assignment
Buyer may not assign or otherwise transfer or delegate its rights or obligations under these Terms in any manner without the prior written consent of Seller.
Seller may assign, transfer or delegate its rights and obligations under these Terms without the prior written consent of Buyer. - Attorneys’ Fees
In the event of a dispute between the parties over the enforcement or interpretation of these Terms, the losing party shall pay the prevailing party’s reasonable costs and attorneys’ fees, including reasonable costs and attorneys’ fees,
the prevailing party’s reasonable costs and attorneys’ fees incurred on appeal from a final or preliminary judgment. - Clause
If any term or provision of these terms and conditions is held by a court of competent jurisdiction or by operation of law to be invalid or unenforceable, that provision shall to that extent and the remaining provisions shall be deemed omitted and shall not be affected in any way.
The invalid provision shall be replaced by a valid provision or a provision that comes as close as possible to the intention underlying the invalid provision. - Independent Parties
Nothing in these Terms shall be construed to create a joint venture, partnership, agency or employment relationship between Seller and Buyer. - Waiver
The delay or failure of a party to exercise in any respect any right or remedy provided for in these Terms shall not be deemed a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy.
remedies shall preclude the further exercise of that right or remedy or any other right or remedy under these Terms. - Entire Agreement
The terms and conditions contained herein constitute the entire agreement between the parties.
Seller shall not be bound by any terms of Buyer’s order that are inconsistent with these Terms.
Buyer’s acceptance of these Terms may be followed either (a) by Seller’s written acceptance of Buyer’s order or by email (or by a system agreed by both parties for this purpose) or
(b) upon Buyer’s receipt of the Products in accordance with these Terms and failure to return them within five days of delivery. These Terms may not be modified, supplemented, qualified or interpreted by trade practice or prior trade practice except as expressly set forth.
Please refer to these Terms and Conditions for further information. All representations, promises or conditions are binding on both parties unless expressly agreed to in writing and signed by authorized representatives of Buyer and Seller. These Terms and Conditions may only be modified by a subsequent agreement signed by a duly authorized representative of Seller. - Notes
All notices or communications to the Seller required or permitted under these Terms and Conditions must be in writing and delivered personally or sent by registered or certified mail to the following address:
WeDoIT GmbH, Konrad-Zuse-Platz 8, 81829 Munich, Germany
