Dukosi Terms & Conditions

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1. General

The terms contained herein apply to all deliveries made and services rendered by Dukosi. Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by Dukosi. “Affiliate” shall mean a corporation, company, or other entity, which directly or indirectly (i) is controlled by Dukosi or (ii) controls Dukosi. For this purpose, “control” means that more than fifty percent (50%) of controlled shares of such corporation, company or other entity or ownership interest representing the right to make decisions for such corporation, company or other entity are owned or controlled, directly or indirectly, by the controlling corporation, company, or other entity. Such corporation, company or other entity shall be deemed to be an Affiliate only so long as such ownership or control exists.

2. Acceptance

All quotations made by Dukosi are binding within their binding period. All purchase orders placed with Dukosi or any of its branch offices shall only become effective upon written acknowledgement by Dukosi which results in a delivery contract, to which the General Terms of Trade of Dukosi shall apply. Such a delivery contract explicitly precludes the application of any terms and conditions of purchase contained in purchase order forms or other correspondence of Buyer.

3. Prices

The prices quoted in the acknowledgement of purchase order are generally understood to be in USD. In case of quotations and acknowledgements of purchase orders in foreign currency, the prices shall be bound to the respective foreign currency only as long as the exchange rate of the same in relation to the GBP has not changed by more than ±5 % between the date of acknowledgement of purchase order and the date of delivery. Dukosi reserves the right, in case of variations by more than ±5 %, to fix a new price according to the change in the exchange rate for the deliveries outstanding at the moment of such change.

4. Conditions of Delivery

Dukosi reserves the right to effect part shipments and to submit invoices for partial shipments. All prices are understood to be “Ex-Works” (EXW), in accordance with Incoterms 2020, excluding customs duties, taxes, and delivery of goods, but do include export packaging costs. For all products specially developed for Buyer Dukosi reserves the right to ship a quantity which is within ±10 % of the total quantity ordered. Buyer will be charged for the actual quantity delivered.

5. Terms of Payment

With approved credit, invoices have to be paid net within 30 days, as of the date of invoice. The noncompliance with the terms of payment or any circumstances reducing Buyer’s credit-worthiness which become known to Dukosi only after entering into the contract may entail the immediate falling due of all payments outstanding and entitle Dukosi, with a reasonable respite, to withdraw from the contract. Payments overdue shall be charged subsequently with past-due interest of 5% for the first month and 1.25 % for every month thereafter, as of the first day of their falling overdue. Dukosi reserves the right to change credit or payment terms at any time in case Buyer’s financial conditioner Buyer’s payment record does not justify terms of payment specified herein.

6. Time of Delivery, Change of Purchase Order

The times of delivery indicated in the acknowledgement of purchase order are not binding. There shall be no unilateral right of rescission for an acknowledged purchase order by Buyer. Any claims for damages caused by delayed delivery, short delivery, or non-delivery are excluded. Unforeseeable events incurred through no fault of Dukosi or extraordinary events at Dukosi or its subcontractors or other impediments impossible for Dukosi to foresee shall entitle Dukosi to defer the date of delivery for a period equal to the time lost by reason of such event or impediment. In any case, Buyer shall be obliged to purchase all products already finished or begun in consequence of the purchase order placed. Notwithstanding, Dukosi may enforce subsequent charges or claims for damages caused by reduced purchase quantity.

7. Reservation of Proprietary Rights

Until complete payment of all invoices, the products shall remain the property of Dukosi. Buyer does not acquire any proprietary rights by incorporating the products into other devices. Any processing of the products delivered by Dukosi is done on behalf of Dukosi. If Buyer incorporates the products into outside goods, Dukosi shall become co-owner of the new goods created, and this according to the proportion of the values of its products to those of the outside products jointly used. Until revoked, Buyer shall be entitled to resell, under reservation of the proprietary rights, the goods delivered, or products created by their processing within the framework of his regular business activity. Until complete payment of the purchase price, Buyer shall cede all claims due to him as a result of such resale to Dukosi, in the amount of the value of the products, delivered by Dukosi. Until revoked, Buyer shall be entitled and obliged to collect the claims ceded. Dukosi shall be entitled to secure the property under reservation if Buyer does not comply with his contractual obligations, in particular if he handles the property under reservation in an improper manner or comes in default with payment of purchase price. Execution of restitution and securing shall not be deemed a rescission of the contract and shall not revoke Buyer’s obligations, in particular payment of purchase price.

8. Patent Rights and Copyrights

Buyer shall hold Dukosi harmless against any expense or loss resulting from the infringement of patent rights or copyrights and arising from compliance with Buyer’s designs, specifications, or instructions. By selling a product to Buyer, Dukosi shall in no case convey any patent right to Buyer. Dukosi agrees to hold Buyer harmless if any claims resulting from the infringement of a patent tight or copyright applicable in Austria are being asserted against Buyer and if Buyer has notified Dukosi promptly in writing of such assertion. Dukosi reserves the right to choose appropriate means of defense, including settlements out of court.

Should it not be possible for Buyer to use the products under reasonable circumstances, Dukosi’s liability shall be limited to either changing or replacing the product so that it constitutes no infringement of patent rights or, at its discretion, taking back products not yet incorporated and refunding the purchase price.

Dukosi shall not be liable for any claims founded on an infringement of patent rights arising from a use of the product contrary to the terms of the contract.

9. Software

For software programs Dukosi, pertaining documents, and all subsequent additions, Buyer shall have a nonexclusive and non-transferable right of use with the products for which such software programs Dukosi have been delivered unless otherwise provided in a software license agreement between Dukosi and Buyer. All other rights shall remain with Dukosi or the program author, respectively. Buyer has to guarantee that these programs Dukosi, documents, and subsequent additions are inaccessible to third parties or third countries without Dukosi’s express consent. Buyer shall not, under any circumstances, reverse engineer, reverse compile, decompile, decrypt, or disassemble the software, in whole or in part, except to the extent expressly authorized by Dukosi.

10. Trade Acceptance

The products delivered have to be taken over by Buyer, even if they have insignificant defects. The acceptance test shall be carried out by Buyer within 14 days, as of date of delivery. Should the take-over be delayed by reason of circumstances outside Dukosi’s responsibility, the written communication of readiness for dispatch by Dukosi to Buyer shall be considered the date of delivery.

In default of any written communication of inability to take delivery by Buyer within the time for taking delivery, the products shall be deemed accepted. The criteria for acceptance or refusal shall be, in the case of products specially developed for Buyer, the specifications or test conditions jointly agreed upon or, in case of standard products, the data sheets issued by Dukosi effective at the moment of placing of purchase order.

11. Warranty

Dukosi warrants that the products will be free from defects in material and workmanship under normal use in conformity with the terms of the contract. Dukosi’s obligations under this warranty shall be discharged, at its option, by repairing, replacing, or giving credit for defective products. Buyer has to grant. Dukosi a reasonable period for removing the defects; if Buyer refuses to grant such a period, Dukosi shall be released from warranty.

The period of warranty for production products is 24 months (except for software products), as of the acceptance of the products by Buyer (see clause 10). Buyer has to give Dukosi notice of defects, in writing and stating sufficient reasons, immediately but within 30 days as of delivery of products at the latest. Any defects that could not be detected within that period despite careful examination must be communicated to Dukosi, in writing and stating sufficient reasons, immediately after becoming known. In default of such immediate communication, any warranty shall be excluded. The warranty shall be ruled out if the products, after their acceptance, are handled in an improper manner, are defective due to misuse, neglect or accident or are handled not in conformity with the instructions recommended by Dukosi. No warranty shall apply to any products which have been modified or altered by persons other than Dukosi’s authorized personnel or have been received from any source other than Dukosi or its authorized resellers.

Returns shall only be accepted after previous consent by Dukosi and shall be accompanied by a Dukosi` Return Material Authorization (RMA) number obtained from Dukosi. For return shipment, Buyer shall use Dukosi’s original packing in order to avoid any damage to the products. In case of a warranty claim, Dukosi shall bear the transportation cost. A case of warranty shall not prolong the initial period of warranty of twenty-four (24) months. In the case of unjustified complaints, Buyer shall reimburse Dukosi for all expenses arising from such complaints. Any claims of Buyer beyond the obligations under this warranty are excluded. If the products contain software, Dukosi warrants that the software will not fail to meet its programming specification and workmanship at the time of delivery when properly installed and used on the hardware defined by Dukosi. Dukosi does not warrant that the software meets requirements specified by Buyer, is error free or without interruption. No warranty applies for defects that appear due to e.g., incorrect storage of data medium, supplementary installation of other outside software, operating system modifications or hardware modifications or similar events. The warranty for software and for Updates/Upgrade of existing Software or parts of it is limited to a period of three (3) months.

12. Force Majeure

Dukosi shall not be liable for delays and damages caused by cancellation or postponement of the event due to force majeure. Force majeure conditions include all circumstances beyond Dukosi’s control which Dukosi could not have reasonably anticipated and whose consequences Dukosi was unable to have reasonably avoided or overcome. Force majeure conditions include but are not restricted to natural disaster, war, civil war, insurrections, strikes, fires, floods, earthquakes, labor disputes, epidemics, governmental regulations and/or similar acts, freight embargoes, unforeseeable operating, traffic or shipment disturbances, unforeseeable lack of labor forces, energy, raw materials or auxiliary materials. Strikes, lockouts, boycotts and other labor disputes are considered force majeure even when Dukosi itself is the target of or a participant of said actions. Force majeure conditions affecting a subcontractor hired by Dukosi shall also be grounds for absolution of the Dukosi’s liability. In the event that the Force Majeure extends for a period of three (3) consecutive months (or in the event that the delay is reasonably expected by Dukosi to extend for a period of three (3) consecutive months), Dukosi shall be entitled to cancel all or any part of the Agreement without any liability of Dukosi towards Buyer.

13. Limitation of Liability

Apart from warranties expressly stated herein, in no event Dukosi and its affiliates shall be liable toward Buyer in contract or otherwise for loss or damage to property, loss of use, loss of anticipated revenues, interruption of operation, expenses including costs of capital, claims of Buyer’s client, loss of profits or revenues or for other indirect, incidental or consequential loss or damage whatsoever. The maximum overall liability for Dukosi shall in no event be more than one times the annual turnover between the parties for the product in question.

14. Indemnification

If Dukosi incurs any liability towards any third party for any loss or damage howsoever arising in the connection with the performance of the Services or Products supplied, Buyer shall indemnify, defend and hold Dukosi harmless to the extent that Dukosi’s liability is limited as stated in these General Terms of Trade.

15. Confidentiality

Buyer acknowledges that all technical, commercial and financial data disclosed to Buyer by Dukosi and/or its Affiliates is the confidential information of Dukosi and/or its Affiliates. Buyer shall not disclose any such confidential information to any third party, and shall not use any such confidential information for any purpose other than as agreed between Dukosi and Buyer.

16. Other Matters

The place of performance and place of jurisdiction for all claims under a delivery contract according to clause 2 shall be Scotland, UK, even if any deliveries have been affected by any branch office of Dukosi. All delivery contracts shall exclusively be governed by the laws of the United Kingdom. Any disputes arising out of or in connection with this Agreement shall be settled in compliance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) Paris by one or three arbitrators appointed according to said rules. The arbitration proceedings shall be held in Scotland, UK. The language of the Arbitration shall be English pursuant to mutual agreement. Buyer can pass on his rights and obligations arising under such delivery contracts only upon Dukosi’s written consent.

The products delivered may be subject to the export control regulations of the United Kingdom, the European Union or any other state. Their re-export may require the approval by the competent authorities. Buyer shall be liable for the observance of the export control regulations up to the end user, if applicable, and explicitly agrees to hold Dukosi fully harmless. Should any clauses of these General Terms of Trade be or become inoperative, the other clauses shall not be affected thereby.

Disclaimer

The information presented here by Dukosi Limited is believed to be correct and accurate. Dukosi Limited shall not be liable to any recipient or third part for any damages, including (but not limited to) personal injury, property damage, loss of profits, loss of business opportunity, loss of use, interruption of business, or indirect, special, incidental or consequential damages of any kind in connection with, or arising from, the use or performance of the data herein.

No obligation or liability to the recipient or third part shall arise from Dukosi Limited providing technical or other services.