- The Customer buys Products from IMAGO PRINTER, with delivery under the terms of DAP – Delivery At Place (Delivered to Place) (Incoterms 2010) to the Customer’s facility indicated in the Order (all delivery costs included, excluding additional tools or equipment such as a crane). IMAGO PRINTER will make reasonable efforts to deliver the Products to the Location Address within 45 days of the date the Customer signs this agreement and makes an advance payment (in the case of financing transactions by a bank or leasing company, the time limit is counted from the date of initialling this Order by the financing entity). The risk of losing the Products passes from IMAGO PRINTER to the Customer upon delivery. Delivery takes place at the moment of delivery of the Products to the Customer’s facility indicated in the Order. The ownership of the Products passes from IMAGO PRINTER to the Customer upon payment of all amounts due to IMAGO PRINTER. As long as IMAGO PRINTER retains the ownership of the Products, the Customer is not allowed to transfer the Products to a third party without the prior written consent of IMAGO PRINTER.
The Customer will pay IMAGO PRINTER the price and VAT due as specified above or any other taxes or duties, if any, according to the payment deadline specified above. If the Customer fails to pay any undisputed amount, IMAGO PRINTER may take possession of the Products and charge interest on all outstanding amounts at the rate of 1% per month without prior official notice, and the Customer will pay such interest on demand.
- The Customer represents and warrants that it will maintain the confidentiality of all Confidential Information (as defined below) and will not disclose any Confidential Information to any third party, directly or indirectly, without the prior written consent of IMAGO PRINTER. Customer declares that it will use Confidential Information only for the use of the Products in accordance with the terms of this agreement and not in a manner that could be construed as competing with IMAGO PRINTER or that could prevent IMAGO PRINTER from independently performing its intended activities. Customer will only disclose Confidential Information to those of its employees at those of its premises where it is needed. You acknowledge that Confidential Information remains the sole property of IMAGO PRINTER.
“Confidential Information” means any information disclosed by IMAGO PRINTER under this agreement and which is not generally known to persons other than IMAGO PRINTER employees. This term refers to this agreement and any inventions, trade secrets, copyrights, chip topographies, know-how, designs, drawings, software codes, specifications and other information concerning the development of new technologies or improvements to existing technologies, the ordinary activities of IMAGO PRINTER, as well as any other information designated as confidential by IMAGO PRINTER.
- IMAGO PRINTER warrants the Products for the Warranty Period specified in the Product Warranty Card. During the Warranty Period, IMAGO PRINTER: i) warrants that the Products delivered to Customer will be free from material defects, subject to normal use and service, ii) provides, at its sole discretion, remote telephone assistance, on-site assistance, parts needed to repair Products, online assistance through the TeamViewer system, during IMAGO PRINTER’s normal business hours, in accordance with the terms of this Agreement and IMAGO PRINTER’s policies and procedures. The warranty does not cover printheads, air and ink filters, ink system components considered consumables, or other items specified in the equipment acceptance report. The warranty for the printhead may be granted as part of the ink supply contract.
- Obligations under the Guarantee referred to in paragraph 1 shall be calculated on the basis of the following The obligations under the Guarantee referred to in paragraph 3 above are subject to proper use of the Products within the framework of the use for which they are intended and do not apply to (a) any disposable or non-returnable consumables, if any, delivered for use with the Products; (b) Products that have been modified in any way without the prior written consent of IMAGO PRINTER, (c) Products that have been installed, operated or repaired by or on behalf of the Customer by an entity other than IMAGO PRINTER, (d) Products from which the original identification marking has been removed or changed, (e) Products that have been moved from their officially designated places without the prior written consent of IMAGO PRINTER, (g) Products that have been damaged by accident, neglect, misuse, improper use, air-conditioning, humidity control, transportation, power failure, inadequate operating environment or conditions, failure to follow the operating and maintenance instructions, or for any reason other than typical use. Without limiting the above, IMAGO PRINTER does not warrant that the Products will function satisfactorily in conjunction with other manufacturer’s hardware, media and software. IMAGO PRINTER is not responsible for the engineering or design of the Customer’s system to which IMAGO PRINTER supplies Products.
- In no case shall the liability of IMAGO PRINTER exceed the obligations of IMAGO PRINTER to replace or repair damaged elements or to replace the Product(s) and in the event that the Product(s) or their elements cannot be repaired or replaced beyond the actual amount paid by the Customer for defective Products. The Customer will not make any claims, except as set out above, against IMAGO PRINTER, the manufacturers or suppliers of the Products, whether based on contract, negligence, product liability, commercial custom or any other. In any event, IMAGO PRINTER’s liability can only occur due to gross negligence and in no event shall IMAGO PRINTER, the manufacturers or suppliers, be liable for any loss of income or profits or indirect, special, incidental, consequential or exemplary damages or damages based on any kind of information, even if IMAGO PRINTER becomes aware of the possibility of such damages. If the Products include a connection to the public Internet, the Products do not provide protection against intrusion into the network from the Internet. You are responsible for your own network security. Therefore, IMAGO PRINTER and its licensing companies are not liable for such intrusion. The Customer agrees to assume the responsibility of IMAGO PRINTER, its suppliers and its licensing companies, for any third party claims related to a breach of security relating to the Internet. For workstations, servers and other IT equipment supplied but not manufactured by IMAGO PRINTER, IMAGO PRINTER provides such “As Is” Products, unless otherwise agreed. IMAGO PRINTER’s liability with respect to such Products is limited to the amounts recovered by IMAGO PRINTER under the warranties given by the supplier, if any.
- In accordance with Article 9(3) of the WEEE Directive 2002/96/EC and any local legislation (if applicable), the parties agree that the customer shall be responsible for financing the costs of taking back, treating, recovering and disposing of the delivered electrical and electronic equipment when it becomes waste. At the Client’s request, IMAGO PRINTER may arrange for the collection and recycling/disposal of such equipment in return for the payment of all related costs previously made. Therefore, the prices of the Product supplied under these Terms and Conditions and the Order do not include the costs of collection, processing, recovery and disposal of old and new electrical equipment.
- Neither party shall be liable if its performance under this Agreement becomes impossible due to circumstances beyond the reasonable control of the party (“Force Majeure”). In no event shall IMAGO PRINTER be obliged to purchase Products from third parties in order to enable delivery of the Products in accordance with this contract.
- This agreement constitutes the entire agreement between IMAGO PRINTER and the Customer within the scope of this agreement and supersedes all prior and present declarations, promises, statements, understandings and discussions, written and oral, concerning the subject matter of this agreement.
- The Customer is not entitled to withhold, reduce or set off any amount against IMAGO PRINTER, nor is the Customer entitled to any lien on the Products, the Customer hereby irrevocably waives any such rights arising from any basis.
- This agreement shall be governed by the laws of Poland, excluding its conflict of laws provisions. Any claims made by the Customer against IMAGO PRINTER on the basis of this agreement or any other agreement will be dealt with exclusively by a competent court with its seat in Warsaw. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
- All notifications and letters between the parties must be in writing and will be sent by registered post with acknowledgement of receipt, by courier, and in the case of a notification made by other means will be confirmed by fax or e-mail addressed to the addresses set out above and will be deemed to have been made when the confirmation is received.