General Hardware Sales Terms

1. Place and Time of Delivery; Transport

Hardware will be delivered in the agreed place and agreed time, or as appears from the order or order confirmation. In other cases, hardware will delivered at Spirii’s address, at the Purchaser’s address or at the OEM’s address at the time of Spirii’s choice and delivery shall be deemed delivered when made available.

Delivery will be governed by agreed delivery terms agreed. In case of nothing agreed, delivery will be governed by INCO Terms or other terms of Spirii’s choice.

If transport is not governed by separate transport agreement, Spirii may consider transportation by Spirii to be implied and to be invoiced (separately) with third party and Spirii handling cost.

2. Payment; Title

Payment shall be made to the account as appears from the invoice. In any other case, payment shall be made within 14 days to Spirii’s account as notified by Spirii to Purchaser from time to time. Spirii may require up to 40 % of the order sum to be prepaid. Purchaser explicitly waives set off of any amount owed by Spirii. Spirii’s obligations shall be conditioned upon Purchaser’s payment in full.  Title shall remain with Spirii until, and transfer at, payment in full. Purchaser agrees to resell hardware which is not fully paid subject to retention of title, and assigns to Spirii Purchaser’s title claim from resale of the HW even if this was transformed or mixed.

Spirii compliance with Purchaser non-product related procurement and other procedures is not included in the price and the purchaser agrees to pay for this on a cost and material basis.

If Purchaser is a member of same group to which Spirii is also a member, Spirii may for tax reasons retroactively and at any time within 10 years from delivery claim any extra amount necessary to fulfil transfer pricing requirements applicable by Group policy or applicable tax regulations, even in case Purchaser and Spirii cease to belong to the same group.

3. Warranty

Purchaser acknowledges that Spirii has delivered or made available to the Supplier all Commercial Information (any information that the Purchaser comes to consider necessary or relevant for the performance of its rights and obligations including tech specs) for sales governed by these terms. The Purchaser has satisfied itself as to the accuracy and adequacy of Commercial Information.

Spirii assigns to Purchaser such warranty as the OEM may provide at time of delivery or from time to time. The Purchaser represents and warrants that it is aware of, fully understands and agrees with OEM warranty (if any). Nothing shall be interpreted to imply that Spirii warrants OEM hardware.

To the fullest extent permitted by applicable law, the Purchaser agrees to indemnify and hold harmless Spirii as well as their employees, from and against any claims and all losses, expenses, damages and costs, including reasonable legal fees, resulting from claims from Purchaser’s customers, users or other third parties.

4. Assignment, Liability, Law and Venue

Each Party may assign its rights and obligations under these terms in part or in full.

Spirii shall be liable in accordance with rules and regulations of applicable contract law. Spirii’s total annual liability shall not surpass the sum invoiced to Purchaser during the same year. Only claims surpassing 1 000 EUR may be raised. To the extent permitted by law Spirii, its employees, licensors or related partners will assume no liability to the Purchaser for indirect, incidental, punitive or consequential damages, or any loss of use, data, business or profits (without regard to whether Spirii was made aware of risk of damages). To the extent permitted by law, the Purchaser agrees to indemnify and hold harmless Spirii and its employees, from and against any claims and all losses, expenses, damages and costs, including reasonable legal fees, resulting from third party claims.

If Purchaser is seated within the European Union, the contract shall be governed by the law chosen by Regulation No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations. CISG shall not apply.

Venue shall be with the courts of the country whose law governs the contract. Each Party may request that commercial conflicts be resolved by arbitration.