TERMS AND CONDITIONS OF SALE
THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY OTHER TERMS/CONDITIONS SPECIFICALLY
AGREED TO IN WRITING BY EAGLE VISION SYSTEMS B.V. OR ANY OF ITS DIRECT AND INDIRECT SUBSIDIARIES
(“Seller”) SHALL APPLY TO ALL ORDERS (“Order(s)”) FROM, AND SALES OF PRODUCTS (“Products”) OR SERVICES (“Services”)
TO BUYER. ANY ACCEPTANCE OF ANY ORDER OF BUYER IS CONDITIONAL UPON THESE TERMS/CONDITIONS. ANY
ADDITIONAL OR DIFFERENT TERMS/CONDITIONS PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO AND SHALL
NOT BE BINDING UPON SELLER. NO SALESPERSON OR AGENT IS AUTHORIZED TO BIND SELLER TO ANY PROMISE OR
UNDERSTANDING THAT MODIFIES THIS AGREEMENT.
All prices are subject to change without notice in the event of any changes in cost of materials or labor, specifications,
quantities, delivery schedules, customs duties, other factors beyond Seller’s control, or in the event of delays caused by
instructions of the Buyer, or failure of the Buyer to give Seller adequate information. Prices do not include taxes, including
but not limited to Value Added Tax (VAT), or governmental charges.
Delivery dates are approximate and are dependent on prompt receipt by Seller of all necessary information. Seller may deliver
all or any part of Products/Services as early as 30 days in advance of agreed schedule. Unless otherwise agreed, delivery shall
be made in accordance with delivery condition EXW Seller’s premises (Incoterms, latest version). Upon delivery, title to
Products and all risk of loss or damage thereto shall pass to Buyer. Where Buyer notifies Seller that it cannot take timely
delivery of the Products, Seller may place such Products in storage, at the risk of Buyer, and Buyer shall reimburse Seller for
all expenses incurred in connection with such storage. Buyer shall dispose of the packing materials for products at its own
expense, and shall defend, indemnify and hold harmless Seller from any legal obligations in connection with such packing
waste and all costs and expenses related thereto incurred by Seller or owing from Seller (including but not limited to interest,
penalties, costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and
other professional advisers).Seller shall have the right to direct the defense and/or settlement of such claims and causes of
A. The term of payment shall be 30% down payment within 10 days after receipt of the purchase order, 60% payment within
10 days after FAT and before shipment, 10% payment within 30 days after notification to the customer that the goods are
ready for shipment, unless otherwise specified. Payments shall be made by Buyer without any deduction or set-off. Unless
otherwise agreed, payment shall be made in Euro’s or U.S. dollars. Seller may charge late payment fees at the rate of 1.5%
per month, or the highest rate permitted by law, whichever is less, accruing daily.
B. Should Buyer cancel order prior to acceptance of Delivery, within twenty (20) days of cancellation of any order, Buyer
agrees to pay a cancellation fee equal to twenty percent (20%) of the price to be charged by Seller for all Products and Services
that Buyer ordered and subsequently cancelled with Seller. Once the order is accepted by the Buyer, the order is nonrefundable.
C. If the financial condition of Buyer is unsatisfactory to Seller, Seller may require full or partial payment in advance, or
satisfactory security, in the form of a letter of credit or otherwise. In the event of bankruptcy or insolvency of Buyer, Seller
may, in Seller’s sole discretion, immediately cancel any Order then outstanding or demand adequate assurance prior to
IV. VARIATIONS; CHANGES
Seller reserves the option to make changes to Products or Services which do not affect form, fit, or function, and shall deliver
Products to the latest configuration part number at the time of delivery. Seller reserves the right to adjust prices for Product
or Services in the event Buyer requests and Seller accepts any changes to the Products or Services ordered, however, nothing
in this Agreement shall require Seller to make any such changes to Products or Services requested by Buyer after an order
has been placed with Seller.
Eagle Vision can only guarantee system performance on products that have been part of the FAT test.
If you expect a product with deviating characteristics (shape, colour, lacquer) after the installation of your system, please
confirm its compatibility by consulting an Eagle Vision Service Engineer.
V. EXPORT CONTROLS; FCPA; ANTI-BOYCOTT
A. Buyer shall not make any disposition of the Products, by way of re-sale,
transhipment, re-export, diversion or otherwise, except as applicable export control
and economic, trade and financial sanctions laws and regulations of the U.S, E.U. and
its member states and other applicable countries may expressly permit, other than in
and to the ultimate country of destination specified on Order(s) or declared as the country of ultimate
destination on Seller’s invoices or in the End Use Statement that Buyer supplies Seller. Seller shall not be named
as shipper or exporter of record or U.S. principal party-in-interest (USPPI) unless specifically agreed to in
writing by Seller in which case, Buyer shall provide Seller with a copy of the documents filed by Buyer for Export
B. Buyer represents and warrants that it is not, and is not owned or controlled by, a Sanctioned Person, is not located in a
Sanctioned Territory, and no officer, director, or holder of more than 10% of the shares, partnership interests or other equity
interests in Buyer is a Sanctioned Person. Buyer represents and warrants that it shall not use any Products or Services for a
prohibited end-use including those related to chemical, nuclear or biological weapons, rocket systems or unmanned air
vehicle systems, or oil or gas exploration or production in Russian deepwater (500+ feet), Arctic offshore or shale projects.
At Seller’s request, Buyer shall supply end-use and end-user information to determine export license applicability. For the
purposes of this clause:
“Economic Sanctions Law” means any economic, financial, trade or investment sanctions administered by OFAC,
the US State Department, any other agency of the US government, the United Nations, the European Union or any
member state thereof, or any other country within the Territory.
“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.
“Sanctioned Person” means any individual, entity, organization, vessel or aircraft (i) designated on any list of
sanctioned or prohibited persons maintained by OFAC, the US Bureau of Industry and Security or the relevant
authorities of any other country, (ii) that is, or is part of, a government of a Sanctioned Territory or an Iranian bank,
or (iii) owned or controlled by, or acting on behalf of, any of the foregoing.
“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or
investment embargo under Economic Sanctions Law, which as of April 2016 includes Crimea, Cuba, Iran, North
Korea, Sudan and Syria.
C. Buyer represents and warrants that it shall not directly or indirectly offer, make, promise or authorize any unlawful bribe,
rebate, payoff, influence payment or kickback or take any other action that would violate or cause the Seller to violate the
U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended, the United Kingdom Bribery Act (UKBA) of 2010, as amended,
or their respective implementing regulations in connection with Buyer’s sale or distribution of the Products and/or Services,
and that Buyer does not know or have reason to believe that any consultant, agent, representative or other person retained
by Buyer in connection with the sale and/or distribution of Products/Services has violated, or shall violate or cause Seller to
violate the FCPA and/or the UKBA. Where Buyer learns of or has reason to know of any violation of FCPA and/or or UKBA in
connection with the sale or distribution of Products/Services, Buyer shall immediately advise Seller.
D. Buyer further represents and warrants that Buyer shall not violate or cause Seller to violate the U.S. Antiboycott Provisions of
the U.S. Export Administration Regulations issued pursuant to the U.S. Export Administration Act of 1979, as amended, in
connection with Buyer’s purchase of Products/Services and that Buyer shall not request or require Seller to make statements or
certifications against countries that are not subject to boycott by the U.S.
E. Failure of Buyer to comply with this section shall constitute a material default allowing Seller to cancel related Order(s)
A. Seller warrants that Products manufactured by Seller, when delivered, shall be free from defects in material/workmanship.
Seller’s obligations under this warranty shall be limited exclusively to repairing or replacing, at Seller’s option, any part of
Products which, if properly installed, used and maintained, proved to have been defective in material or workmanship within
1 year from the date of shipment. Seller warrants that Services shall be performed in accordance with generally accepted
industry practice. Seller warrants for a period of 1 year from the date of shipment that software or firmware, when used
with Products, shall perform in accordance with Seller’s published specifications. Seller makes no warranty, express or
implied, that the operations of the software or firmware shall be uninterrupted or error-free, or that functions contained
therein shall meet or satisfy the Buyer’s intended use/requirements. Buyer shall notify Seller of any defect in the quality or
condition of Products (including software/firmware) or Services within 7 days of the date of delivery or performance, unless
the defect was not apparent on reasonable inspection, in which case, within 7 days after discovery of the defect. If Buyer
does not provide such timely notification, it shall not be entitled to reject Products (including software/firmware) or Services,
and Seller shall have no liability for such defect.
B. Seller’s warranty obligations shall not apply to Products which (1) have been altered or repaired by someone other than
Seller, or (2) have been subjected to misuse, neglect, or improper use or application, or (3) are normally consumed in
operation, or (4) have a normal life inherently shorter than the warranty period stated therein.
C. No Products may be returned unless authorized in advance by Seller, and then only upon such conditions to
which Seller may agree. Buyer must obtain a Return Material Authorization (RMA) number from Seller prior to
any return shipment, and such RMA number must appear on the shipping label and packing slip. Buyer shall be
responsible for returned Products until such time as Seller receives the same at its facility, and for all charges for packing,
inspection, shipping, transportation or insurance associated with returned Products.
D. This section VI sets forth the exclusive remedies and obligations for claims based upon defects in or nonconformity of
Products/Services, whether the claim is in contract, warranty, tort (including negligence of any degree or strict liability) or
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR
STATUTORY. NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL
APPLY. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN.
If Buyer receives a claim that Products, or part thereof manufactured by Seller infringes a patent, Buyer shall notify Seller
promptly in writing and give Seller information, assistance and exclusive authority to evaluate, defend and settle such claim.
Where Buyer has furnished specifications/designs for the manufacture of the allegedly- infringing Products, Buyer shall
defend, indemnify and hold harmless Seller against any and all third-party claims, losses, liabilities, causes of action and all
costs and expenses related thereto incurred by Seller or owing from Seller (including but not limited to interest, penalties,
costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and other
professional advisers) (collectively “Losses”) for infringement arising out of Seller’s use of such specifications/designs. Seller
shall have the right to direct the defense and/or settlement of such claims and causes of action.
VIII. LIMITATION OF LIABILITY
The total liability of Seller on any claim, whether in contract, tort (including negligence of any degree and strict liability) or
otherwise arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement or use
of any Products/Services, shall be limited to the warranty obligations stated herein and shall not exceed the price allocable
to the Products/Services or part thereof which gives rise to the claim. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR PATENT INFRINGEMENT)
OR OTHERWISE, SHALL SELLER, ITS AFFILIATES, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFIT OR
REVENUES, LOSS OF USE OF THE PRODUCTS OR SERVICES, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF
SUBSTITUTE GOODS, FACILITIES, SERVICES OR PEPLACEMENT POWER, DOWNTIME COSTS OR CLAIMS OF BUYER’S
CUSTOMERS FOR DAMAGES OR FOR ANY SPECIAL, PROXIMATE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY
DAMAGES. If Buyer transfers title to, or leases Products sold hereunder to, or otherwise permits or suffers use by, any third
party, Buyer shall obtain from such third party a provision affording Seller and its subcontractors/suppliers the protection of
the preceding sentence. Any action against Seller must be brought within 18 months after cause of action accrues.
IX. EXCUSABLE DELAYS
A. Seller shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes beyond Seller’s
reasonable control including but not limited to: acts of God; war; terrorism; civil commotion; riots; export controls, economic
sanctions or embargoes; government regulations, orders, instructions or priorities; port congestion; acts of or failure to act
on the part of Buyer or its agents/employees; fires; floods; sabotage; nuclear incidents; earthquakes; storms; epidemics;
strikes; lockouts or other labour difficulties; shortages of or inability to timely obtain proper labour, materials, components,
shipping space or transportation, fuel, supplies or power at current prices; or due to limitations imposed by the extent of
availability of Seller’s normal manufacturing facilities.
B. If a delay excused per the above extends for more than 90 days and the parties have not agreed upon a revised basis for
continuing providing Products/Services at the end of the delay, including adjustment of the price, then either party (except where
delay is caused by Buyer, in which event only Seller) upon thirty (30) days’ notice may terminate the Order with respect to the
unexecuted portion of the Products/Services, whereupon Buyer shall promptly pay Seller its reasonable termination charges
upon submission of Seller’s invoices thereof.
X. SOFTWARE/TECHNICAL/PROPRIETARY INFORMATION
A. Buyer shall not acquire any rights to any software which may be delivered with Products, except as granted in Seller’s
standard software license. Any software license granted in connection with Products shall be an interim license, which may
be withdrawn, pending payment for Products in full.
B. The purchase of Products shall not include any right to supply of technical information such as drawings or specifications.
C. Proprietary information, including drawings, works of authorship, deliverables, writings, proposals, documents, technical
data, reports, software, designs, inventions, work products, systems, intellectual property, information, inventions, data,
methodologies, services, improvements, processes and other technical information supplied by Seller in
connection herewith (hereinafter called “Data”), shall remain Seller’s sole property and shall be held in
confidence by Buyer. Data shall not be reproduced, used or disclosed to others by Buyer without Seller’s prior
written consent. Buyer shall not reverse engineer, disassemble, or decompile any Data without Seller’s express
written consent. Buyer shall use the same degree of care to prevent disclosure of Data that Buyer uses to protect its own
confidential information which shall not in any case be less than the care a reasonable business person would use under
similar circumstances. If Buyer is required by law to disclose any Data, Buyer shall promptly give written notice of such
requirement to Seller prior to Buyer disclosing any Data so that Seller may seek a protective order or other remedy and Buyer
shall assist, at Buyer’s sole cost, in protecting the Data from public disclosure. Upon completion of Order, Buyer shall promptly
return all Data to Seller together with all copies or reprints thereof then in Buyer’s possession or control, and Buyer shall
thereafter make no future use, either directly or indirectly, of any Data or any information derived therefrom without Seller’s
prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data.
XI. DIES, TOOLS, PATTERNS
Seller’s charges for dies, molds, patterns and the like, excluding sample preparation dies, represent the Buyer’s proportionate
cost thereof, it being expressly understood that they remain the property of Seller. Modifications made to dies, molds,
patterns and the like in order to manufacture Products shall be at the discretion of Seller. Sample preparation dies are custom
orders and are made to order per the customer’s specifications and cannot be returned for credit for any reason.
A. The rights and obligations of the Buyer and Seller hereunder shall be governed in all respects by the laws of the Netherlands
without regard to any choice of law or conflicts of law provisions or rule that would cause the application of the laws of any
other jurisdiction. The United Nations Convention on the International Sale of Goods shall not apply.
Any claim, controversy, disagreement, or dispute arising under this Agreement or the underlying business relationship of the
Parties or relating to any contract for the sale of Products by Supplier to Buyer, whereby Buyer is registered in an EU or EFTA
member state, shall exclusively be submitted to the District Court Midden-Nederland, the Netherlands.
Any claim, controversy, disagreement, or dispute arising under this Agreement or the underlying business relationship of the
Parties or relating to any contract for the sale of Products by Supplier to Buyer, whereby Buyer is not registered in an EU or
EFTA member state, shall exclusively and finally settled by arbitration in Rotterdam, in the English language, by a single
arbitrator, in accordance with the Arbitration Rules of the Netherlands Arbitration Institute.
Notwithstanding the above jurisdiction and arbitration clause, any dispute regarding monies due by Buyer to Supplier or
Supplier’s need to protect or enforce any patent, trademark, copyright or other intellectual property right, confidential
information or trade secrets, or as part of litigation commenced by a third party, shall allow Supplier to commence
proceedings in a court of competent jurisdiction.
B. These Terms and Conditions of Sale together with any other terms specifically agreed to in a signed writing by Seller’s
authorized officer constitute the entire agreement between Buyer and Seller and supersede any prior or contemporaneous
representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver,
modification, amendment, rescission or other change to these Terms and Conditions of Sale shall be binding unless
specifically agreed to in writing by an authorized representative of Seller.
C. The invalidity, of any part hereof shall not affect the validity of the remainder. The failure of Seller to assert any right at
any time hereunder shall not prevent Seller’s subsequent assertion of the same or different rights.
D. Buyer may not assign this contract without the prior written approval of the Seller.
E. The rights, obligations and indemnifications contained in sections III, V, VII, and IX of this Agreement and Buyer’s obligations
and representations in section X of this Agreement shall survive any cancellation or termination of the parties’ relationship
or this Agreement
F. All notices to Seller shall be directed in writing as follows:
Eagle Vision Systems B.V.
1411 AT NAARDEN
tel (+31)35 – 695 28 18
or to such other address that Seller may designate in writing to Buyer from time to time.
G. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretations of this Agreement.
XIII. PROHIBITION FOR HAZARDOUS USE
Products sold hereunder are not intended for application in, and shall not be used by Buyer in construction or
application of a nuclear installation or in connection with use or handling of nuclear material or for any
hazardous activity or critical application, where failure of a single component could cause substantial harm to
persons or property, unless Products have been specifically approved for such activity or application. Seller disclaims all
liability for loss or damage resulting from such unauthorized use and Buyer shall defend, hold harmless and indemnify Seller
against any and all Losses, whether arising under breach of contract, warranty, tort (regardless of the degree of fault or
negligence), strict liability or otherwise. Seller shall have the right to direct the defense and/or settlement of any such claims
and causes of action. Buyer shall promptly notify Seller in writing of any Losses claimed by a third party for which Seller may
be entitled to indemnification pursuant to sections VII or IX of this Agreement.
Where Seller approves the application of the Products in a nuclear facility, the Buyer shall, before such use or provision,
arrange for insurance with coverage in an amount acceptable to Seller but in no event less than any legally required minimum,
including but not limited to any coverage required by the Price-Anderson Act, and/or governmental indemnity protecting the
Seller against all liability related thereto, and hereby releases and agrees to indemnify the Seller and its suppliers for any
nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or
in part to the negligence or otherwise of the Seller or its suppliers.
XIV. STATUTORY REQUIREMENTS
Seller reserves the right to make any changes in the general specifications of the Products which are required for the Products
to conform to any statutory requirement.
Please download a copy of the terms and conditions using this link