Unless otherwise agreed in writing, these general terms and conditions (the “T/Cs”) applies to all orders and deliveries from Daspos and any of its subsidiaries from time to time (”Daspos”). These T/Cs comprise the basis on which Daspos, sells or provides hardware, software, technology, and/or installations and services, including all kinds of technical support (“Products”) and shall form an integral part of any contractual relationship between Daspos and its counterparty as regards the sale or delivery of Products. In these T/Cs, any counterparty shall be referred to as “Purchaser”. A Purchaser’s own terms and conditions, or any variation of these T/Cs, shall only apply if accepted in writing by Daspos.
In addition to the T/Cs, Orgalime General Conditions for the Supply and Installation of Mechanical, Electrical and Electronic Products (“Orgalime SI 24”) are applicable. Orgalime SI 24 shall be supplementary to the T/Cs. In case of inconsistencies, the T/Cs shall prevail.
Quotations are without any obligation on the part of Daspos.
A Purchaser’s order for purchase of the Products is considered an offer from the Purchaser and will be accepted by Daspos issuing a written order confirmation. An order confirmation is deemed approved by and is binding for the Purchaser in its entirety and in force unless objections are raised within three working days after Purchaser’s receipt of the order confirmation. If the Purchaser confirms an order with changes (including, for the avoidance of doubt, references to terms and conditions which amend, or attempt to amend, the terms of these T/Cs), Daspos shall not be bound by the changed order. Instead, unless otherwise is expressly agreed between the parties in writing, the order shall be deemed rejected by Daspos.
The terms of delivery are as per contract or written agreement. If no terms are stated, the terms ex-works will automatically apply.
Prices are exclusive of taxes, VAT, duties and similar levies.
An irrevocable letter of credit in a form acceptable to Daspos shall be handed over to Daspos at least 30 days prior to delivery. Alternatively, full payment shall be made 30 days prior to delivery.
The Purchaser is not entitled to set off payment against any claims against Daspos.
If the Purchaser fails to pay or open L/C within the agreed time or delays the work by adding to or changing the order, Daspos may, without limiting any other right (including termination), extend the delivery time by a period that in Daspos’s opinion is appropriate to the circumstances. All costs and expenses occurring as a result of delay in payment by the Purchaser shall be borne by the Purchaser.
Changes to an order will, if at all accepted by Daspos, give Daspos the right to charge additional costs and revise price and delivery time.
If the Purchaser fails or, in Daspos’s opinion is likely to fail – to meet any obligation to Daspos, then Daspos may, in addition to and without prejudice to its other remedies (and without any compensation to the Purchaser) cancel any outstanding order or any part of any contract which remains unperformed. Daspos is entitled to compensation for all its loss (including indirect loss and consequential loss) in case of the Purchaser’s breach of contract.
Daspos extends a warranty that the delivered goods will be free from defects at the time of delivery. The warranty includes an obligation to remedy deficiencies due to defects by making repairs or replacing the defective part within a reasonable time.
Costs associated with work, travelling, waiting time and living expenses in connection with fulfilling the warranty are not included.
The warranty only applies if: (i) the goods are handled, stored and used normally and in accordance with Daspos’s instructions, (ii) installation was made in accordance with good workmanship, industry standard and Daspos’s installation instructions, (iii) if applicable, installation was made under the supervision of a Daspos authorized engineer, (iv) if appropriate commission record is filled in and returned to Daspos, and (v) Daspos is notified of the defect immediately upon discovery.
The warranty does not cover consumables (batteries, lamps, fuses, beacons, backlights, magnetrons etc.), nor costs for repairing of faults caused by malfunction of such items. The warranty is not valid for contaminated detectors. The warranty is not valid for external faults, earth faults caused by external faults or faults in the equipment caused by external faults. The standard warranty only comprises defects which appear within 12 months after delivery.
Before sending any items in return to Daspos, a Purchaser must communicate with Daspos to get the return approved and receive an RMA-number (Return Merchandise Authorization) and the RMA-document has to be filled in and attached to the products in the package and also clearly marked outside the package with RMA number.
Daspos will decide if the return shipment is requested / necessary or not. As Daspos are supplying safety products Daspos will not accept packages in return with broken seal or without ESD protection (if applicable) into ordinary selling stock in Daspos. All return products shall be packed as for overseas transport. Products which have past EOL (End of Life) will not be accepted for return by Daspos. Products with limited life time such as batteries, gas sensors and test gases will not be accepted for return by Daspos. Products that have not been handled and stored in accordance with Daspos’s instructions or with due care will not be accepted for return by Daspos.
The response time from when Daspos is set to reply with results/decision of the assessment is normally within 1-3 weeks, depending on the product and amount of products returned.
Installation, commissioning, FAT, HAT or SAT is not included unless specifically quoted and agreed by Daspos.
Drawings, in addition to template installation drawings included in the manuals, are not included unless specifically quoted and agreed.
In addition to the circumstances outlined under section 73 of Orgalime SI 14 also (i) the situation where Daspos is unable to itself or via its subcontractors – acquire materials and other equipment needed to execute the delivery on terms reasonable for Daspos, and (ii) any other circumstance beyond Daspos’s or its subcontractor’s control that hinders delivery (including a pandemic) shall be deemed as a force majeure situation. In all force majeure situations, Daspos is entitled to cancel the agreement or extend the agreed delivery period by an appropriate period without compensation to the Purchaser.
Daspos is not responsible for any indirect or consequential losses, losses of production, profit or similar. Nor will any liquidated damages, penalties or fines be paid, unless this has been agreed in writing by Daspos. Further, Daspos’s aggregate liability may never exceed the total value of the relevant order.
The Purchaser is responsible and shall hold Daspos harmless for any breach of third-party rights related to patents, registered designs, and other intellectual property rights.
Daspos complies with applicable trade and financial sanctions (“Sanctions”) and export control laws and regulations published by the United Nations, the European Union, and the United States (together with Sanctions, “Trade Controls”).
Applicable law in this regard should be followed in respect of any dealings by the Purchaser involving Products supplied by Daspos, as described below. Daspos reserves the right to decline and/or cancel any orders or deliveries to entities listed in connection with Sanctions or export controls. Purchaser hereby represents that it is knowledgeable regarding Trade Controls and Daspos’s policies and guidelines related thereto. In using the Products, including using the Products in support of any particular project, transporting the Products to any jurisdiction, or providing the Products to any third party, Purchaser shall comply with applicable global trade laws, including (i) UN Security Council requirements regarding Sanctions, (ii) EU laws and regulations regarding Sanctions, (iii) Sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), (iv) the EU Dual-Use Regulation, (v) the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), (vi) the U.S. International Traffic in Arms Regulations (“ITAR”) administered by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”), and (vii) other applicable Sanctions, export control, or import laws. In the event of any export, re-export, or other dealing in controlled products, technology, services, or information, whether directly or indirectly, Purchaser will first obtain all necessary written consents, permits, and authorizations, and complete such formalities as may be required by any applicable global trade law. Purchaser furthermore will not sell, transfer, or provide Products supplied by Daspos to any individual or entity (i) designated on (a) the list of sanctioned entities maintained by the United Nations, (b) the List of Specially Designated
Nationals and Blocked Persons, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, all administered by OFAC, (c) the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by BIS, (d) the Consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy, (e) similar lists of restricted parties maintained by other applicable Governments; or (ii) any entity owned 50% or greater, or otherwise controlled by, the foregoing. Purchaser furthermore will not, directly or
indirectly,(i) sell, transfer, or provide Products supplied by Daspos to any entity or individual located in, organized under the laws of, or ordinarily resident in any country or geographic region subject to comprehensive sanctions administered by OFAC or the EU, which currently includes Afghanistan, Cuba, Iran, North Korea, Syria, Venezuela, Russia, Belarus, and the Crimea, Donetsk, Kherson, Zaporizhzhia and Luhansk regions of Ukraine (”Sanctioned Jurisdictions”), or (ii) transport Products supplied by Daspos into any Sanctioned Jurisdiction, including the territorial waters thereof. If required to enable authorities or Daspos to conduct export control checks, Purchaser, upon request by Daspos, shall promptly provide Daspos with all information pertaining to the particular end-customer, the particular destination, and the particular intended use of Products provided by Daspos.
Any costs or damages resulting from a breach of this Clause or clause 18 below shall be borne by the Purchaser. Purchaser shall indemnify and hold harmless Daspos from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with applicable Sanctions or export control laws or regulations by Purchaser (including based on clause 18 below), and Purchaser shall compensate Daspos for all losses and expenses resulting thereof.
Daspos complies with applicable laws regarding the prevention of corruption and bribery. Applicable law in this regard should be followed in respect of any dealings by the Purchaser involving Products supplied by Daspos, as described below.
Daspos reserves the right to decline and/or cancel any orders or deliveries to entities listed in connection with Anti-Corruption Laws (as that term is defined below). Purchaser shall comply with all applicable laws regarding the prevention of corruption and bribery, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, and other applicable international anti-bribery and anti-corruption laws (hereafter jointly: “Anti-Corruption Laws”). Purchaser hereby represents that it is knowledgeable regarding Anti-Corruption Laws and Daspos’s policies and guidelines related thereto, and with respect to these T/Cs and Purchaser’s use of Products Supplied by Daspos: (A) Purchaser agrees that it will not, and will ensure that its employees, directors, officers, agents or other persons acting on its behalf do not, make any payments, or provide any gifts, political or charitable contributions, or anything else of value, either directly or indirectly, to any person or official of any government or government agency for the purpose of (i) influencing an act or decision of the official in his or her official capacity or inducing the official to use his or her influence to assist Purchaser in obtaining or maintaining business or in obtaining or paying for favorable treatment or for influencing official actions or decisions affecting the agreement between Daspos and Purchaser or Purchaser’s use of Products supplied by Daspos; or (ii) in furtherance of any additional prohibited act under Anti-Corruption Laws. (B) Purchaser agrees that no government or foreign official (as this term is interpreted under the FCPA and by the laws or regulations of the Market) will have any interest in, or benefit from, this an agreement between Daspos. (C) Purchaser will provide Daspos with the assurances and official documents that Daspos may periodically request in order to verify Purchaser’s compliance with this Clause.
Any costs or damages resulting from a breach of this Clause shall be borne Purchaser. Purchaser shall indemnify and hold harmless Daspos from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with applicable Anti-Corruption Laws by Purchaser, and Purchaser shall compensate Daspos for all losses and expenses resulting thereof.
Daspos retains the right to amend the T/Cs from time to time.
Should any provision of these T/Cs be or become invalid, the legal effectiveness of all remaining provisions shall not be affected thereby.
Any waiver of a right according to these T/Cs must be made in a separate written document duly executed by a party. The fact that a party refrains from enforcing a right shall not prejudice such party from enforcing such right later and shall hence not be construed as a waiver of such right.
Neither party shall be entitled to assign nor transfer all or any of its rights, benefits, or obligations under any agreement without the prior written consent of the other party, except that Daspos may freely transfer and assign an agreement to an affiliate in which event all right and obligations under the agreement, and any outstanding orders, shall be transferred and assigned to such affiliate. In the event of such transfer and assignment, Daspos shall inform the Purchaser in writing thereof.
