Capitalised terms used in these Product Purchase Terms that are not defined herein shall have the respective meanings ascribed to them in the General Terms.
1. Scope of the Product Purchase Terms
These Product Purchase Terms shall govern the relationship between Network Innovations and the Customer for the sale and purchase of the Products as specified in the purchase order or Service Agreement. Network Innovations reserves the right to amend, vary, change, revise and update the terms and conditions stated in this Product Purchase Terms at any time.
2. Payment Terms specific to the purchase of Products
The Customer agrees to pay Network Innovations 100% of the Product Purchase Price prior to the delivery of the Products, on the receipt of the invoice from Network Innovations. All prices quoted shall exclude Taxes applicable for the sale and purchase of the Products, for which the Customer shall be solely responsible.
3. Network Innovations’ Responsibilities
Network Innovations will be responsible for the delivery of the Products to the location(s) and on the Delivery Term(s) based on INCOTERMS 2010 specified in a Service Agreement or accepted purchase order upon receipt of full payment of the Product Purchase Price together with other agreed fees (including freight charges and other delivery expenses, where applicable) from Customer.
- ) Refurbished Products: If Customer purchases refurbished Products, then Network Innovations does not provide any warranty and Customer hereby agrees to purchase the refurbished Products on an “as is” basis;
- ) New Products: If Customer purchases new Products, then Network Innovations warrants (i) good title to the Products furnished; (ii) at the time of delivery, the Products will be new (iii) during the Warranty Period as defined below, the Products delivered will be free from material defects in workmanship and materials and under ordinary use, and will conform in all material respects to the specifications. The Warranty Period begins on the date the Products are delivered and extends throughout an initial term of one (1) year unless otherwise specified by the manufacturer (“Warranty Period”). Where the Products is subject to a warranty supplied by the manufacturer, the obligation of Network Innovations during this Warranty Period shall be limited to the terms of the applicable manufacturer’s warranty. Subject to the manufacturer’s warranty conditions, during the Warranty Period, Network Innovations will (at its sole discretion) repair or replace the faulty Products returned to Network Innovations by Customer unless the failure of the Products was the result of shipping, improper installation, maintenance or use, abnormal conditions of operation, attempted modification or repair by Customer or Customer’s end-users or a third party, or a Force Majeure Event. Customer shall be liable to pay the freight charges including import duties and custom clearance for transporting the faulty and repaired Products. Customer shall also be liable to pay any labour related charges involved in inspecting the Products and Customer shall specifically pay forward and return charges and labour charges if a Product is found to be in good operating order. This warranty is in lieu of all other warranties, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose or non-infringement. Customer’s sole remedy for any breach of warranty for products manufactured for Network Innovations is the repair or replacement, at Network Innovations’ option, of the failed or faulty Products.
5. Customer’s Responsibilities and Obligations
Customer will be responsible for the following:
- ) Order the Products from Network Innovations using a purchase order or Service Agreement in the format prescribed by Network Innovations.
- ) Pay Network Innovations the Product Purchase Price and other agreed fees prior to delivery in accordance with these Product Purchase Terms and the terms of a Service Agreement (if applicable).
- ) Install and set up, at its own costs and expenses. Customer warrants that it shall use a qualified engineer or contractor to comply with this obligation.
- ) Ownership and title to the Products shall pass to the Customer only upon the receipt of the full payment of the Product Purchase Price by Network Innovations in accordance with the terms and conditions herein.
- ) If the Products are delivered prior to full payment of the Product Purchase Price, risk in the Products shall pass to the Customer upon delivery, who shall hold the Products in a fiduciary position up until full payment for the Products has been made to Network Innovations. Accordingly, Customer shall be responsible for procuring adequate insurance coverage for the Products.
- ) Provide for shipping, customs clearances and import duties for all Products provided under a Service Agreement including any repaired Products.
- ) Where applicable, Customer agrees to acquire, obtain and validly maintain any government or other regulatory body licenses or approvals (as the case may be) necessary for the use of the Products in conjunction with Network Innovations’ Services and shall indemnify and hold Network Innovations Group harmless against any cause of action or claim that may arise out of Customer’s failure to obtain or maintain such licenses.
- ) Customer will not transfer, directly or indirectly, any Product, technical data or software provided by Network Innovations to any country for which the United States or any other applicable government requires an export license or other governmental approval without first obtaining such license or approval. Customer shall indemnify and hold Network Innovations harmless from any third-party claim to the extent such claim is due to a breach of these obligations.
- ) Customer shall be solely responsible for procuring at its own cost and expense any software and facilities (if any) required to use the Products.
Except as expressly set forth herein, Network Innovations does not make, and hereby specifically disclaims, any representations or warranties, express, implied or statutory, with respect to the Products, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from the ordinary course of dealing or ordinary course of performance.