These terms govern the sale of goods between TECHNOCRANE s.r.o. and the Buyer (“Buyer”). This document acknowledges receipt of the Buyer’s order by TECHNOCRANE s.r.o., and confirms the sale of product evidenced by the invoice as expressly conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.
PRICES – All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation. Unless otherwise specifically stated, prices are in EURO.
TERMS OF PAYMENT -
Deposits – Buyer must make a deposit equal to the amount specified by TECHNOCRANE s.r.o. in the acknowledgment of order, typically 10% of the order value (excluding any tax, freight, duties, import tax and delivery charges).
Standard Payment Terms – All orders must be paid in full prior to shipment via wire transfer.
Balance Payments – Buyer must pay the full remaining balance of the invoice before order will be processed for shipment.
DELIVERY – All product shipments shall be made “ex works” (Incoterms 2000) from the TECHNOCRANE s.r.o. facility in Plzen, Czech Republic, at which time title and risk of loss shall pass to the Buyer. In the absence of specific shipping instructions from the Buyer, TECHNOCRANE s.r.o. will ship by the method it deems, in its soles discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise indicated, Buyer is obligated to obtain insurance against damage to the product being shipped. Unless otherwise specified, products will be shipped in standard commercial packaging. TECHNOCRANE s.r.o. shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. TECHNOCRANE s.r.o. will not be liable for any loss, damages or penalty resulting from delay in delivery.
RESTRICTIONS ON USE - Buyer will not cause or permit any reverse engineering of TECHNOCRANE s.r.o. products.
WARRANTY - TECHNOCRANE s.r.o. warrants all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods identified below, all liabilities of TECHNOCRANE s.r.o. will terminate. In no event shall TECHNOCRANE s.r.o. be liable for consequential damages.
Standard Warranty – A Standard Warranty is granted to the original purchaser for a period of one (1) year, parts and labor, for the products. The Standard Warranty covers parts and labor charges for products that have been returned pre-paid shipment to TECHNOCRANE s.r.o.. A Standard Warranty effective date is the date of “ex works” from Plzen, Czech Republic. TECHNOCRANE s.r.o. warranty does not include products that have defects or failures resulting from; (a) alterations, modifications or repairs by Buyer or (b) accident, disaster, neglect, abuse, misuse, improper handling by the Buyer. This includes, but is not limited to: water damage, droppage, modification to the crane or use of non-TECHNOCRANE’s cables. Breaking the seal on covers is prohibited and voids any and all warranties. TECHNOCRANE s.r.o. products are compatible with TECHNOCRANE’s software, TECHNOCRANE’s parts, and TECHNOCRANE’s products only. Use of any software, parts, or products other than TECHNOCRANE’s or TECHNOCRANE’s approved software, parts, and products voids any and all warranties. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, TECHNOCRANE s.r.o. MAKES NO WARRANTIES, CONDITIONS, REPRESENTATION OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE TECHNOCRANE s.r.o. PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMTED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTIABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. TECHNOCRANE s.r.o. DOES NOT WARRANT THE PERFORMANCE OR RESULT OF THE TECHNOCRANE s.r.o. PRODUCT. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT, OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY TECHNOCRANE s.r.o. AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES.
Non-Warranty Repair – Product that no longer qualifies for Warranty Repair may be sent by pre-paid transport to TECHNOCRANE s.r.o. for an evaluation. TECHNOCRANE s.r.o. will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such a repair and shipping costs. Any repaired or replaced product shall be warranted for 6 month after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 6 month period.
LIMITATION OF LIABILITY - IN NO EVENT SHALL TECHNOCRANE s.r.o. BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OR PROFITS. IN NO EVENT SHALL TECHNOCRANE’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, ACONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO TECHNOCRANE s.r.o. FOR SUCH PRODUCT. IN ADDITION, IN NO EVENT SHALL TECHNOCRANE’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS ORDER EXCEED 100,000.- EURO (ONE HUNDRED TAUSEND). IN NO EVENT WILL TECHNOCRANE s.r.o. BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL TECHNOCRANE s.r.o. BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUR OF OR RELATED TO THIS AGREEMENT.
INDEMNIFICATION - Buyer shall indemnify, defend, and hold TECHNOCRANE s.r.o. and TECHNOCRANE’s officers, agents and other representatives harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused Buyer’s misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this agreement by Buyer.
PROPRIETARY INFORMATION - TECHNOCRANE s.r.o. retains for itself all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all TECHNOCRANE s.r.o. designs, manufacturing processes, engineering details, and other data pertaining to any product sold. The products are offered for sale and sold by TECHNOCRANE s.r.o. on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. TECHNOCRANE s.r.o. expressly reserves all intellectual property rights in the product.
EXCLUSIVE RIGHTS - The delivered goods remain the property of the seller until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship. If the buyer defaults on payment of the purchase price, the seller has the right to withdraw from the purchase contract and to demand that the buyer surrender the goods, provided that the seller has set the buyer a reasonable deadline for payment without success. The demand for the return of the goods does not at the same time include a declaration of withdrawal; rather, the seller is entitled to merely demand the return of the goods and reserve the right to withdraw from the contract.
LAW GOVERNING AND EXCLUSIVE JURISDICTION - This contract shall be interpreted in accordance with the law of the Buyer's domicile. The sale of a product by TECHNOCRANE s.r.o. to the Buyer shall be deemed to have taken place in the country to which the crane was delivered. The exclusive place of jurisdiction for all disputes arising from the terms of this contract shall be the Buyer's place of residence. Both the Buyer and TECHNOCRANE s.r.o. waive all rights to bring a dispute in any other place
