Sales conditions
Sales conditions
General Conditions of Sale
1. Buyer’s acceptance of general conditions of sale
These General Conditions of Sale shall apply to every Contract of PIUSI USA, Inc. (“Seller”) for the sale of goods or articles (“Products”) to any person who has purchased or agreed to purchase Products from Seller (the “Buyer”), unless Seller otherwise specifically agrees in writing. By placing any order for Products, the Buyer agrees to these General Conditions of Sale. Any other terms and conditions which may at any time be indicated by the Buyer, in the Buyer’s order form or otherwise, shall be null and void and shall have no effect, even if not expressly objected to by Seller. “Products” shall also include hardware (e.g. USB pens) and/or product keys allowing the end user to use certain Software in connection with some Piusi Products.
2. Acceptance
Any order of Buyer may be accepted by Seller in whole or in part. No order of the Buyer will be binding upon Seller unless accepted by Seller on Seller’s form of Order Acknowledgment, signed by an officer or employee of Seller duly authorized to sign on behalf of Seller. Seller may not accept orders below a minimum amount of $50.00 USD unless otherwise agreed.
3. Software
In connection with some Products, the end user may be granted the right to use certain Piusi’s proprietary software (“Software”) together with the related Software documentation. Software use may be granted either as a license, or as a service. The terms and conditions of use of Software, as well as the parties’ rights, obligations, warranties and responsibilities in connection thereof, including any restrictions to the Software use, are exclusively governed by Piusi’s Software general terms and conditions. The end user’s use of Software is subject to his approval of the Piusi’s Software general terms and conditions as applicable from time to time. The Buyer shall inform the end user of the above.
Neither Buyer, nor the end user, shall acquire any title or any intellectual property rights to any Software, including the related documentation, which are, and shall at all times remain Piusi’s ownership.
In some cases, specific time limitations to the Software use may be provided for by the Software terms and conditions. Buyer shall, when selling hardware or product keys, inform the customer of any such time limitations, as and when applicable.
4. Prices
Unless otherwise agreed by Seller in writing, the Buyer will pay the prices of Seller for the Products in effect at the time of shipment. Packing is charged at cost price.
5. Time of Delivery
Any delivery dates specified by Seller will be deemed to be estimates only, unless specific commitments are made in writing by Seller. By placing an order, the Buyer agrees that the time of delivery of the Products is not of the essence, and waives any and all claims arising from any delay in delivery. Seller reserves the right to cancel in whole or in part, or to suspend or delay, in whole or in part, any orders due to (i) exigencies of Seller’s production or delivery schedule, and (ii) any event in the nature of force majeure or beyond Seller’s control.
6. Delivery of goods and risk of loss
Products ordered by the Buyer will be delivered to the Buyer ex Seller’s warehouse or place of business. Unless otherwise specifically agreed by Seller in writing (i) risk of loss or damage to the Products shall pass to the Buyer upon delivery of the Products by Seller to a carrier, properly packaged for transportation according to Seller’s ordinary packaging method, (ii) Seller shall not be required to procure insurance to cover the Products in shipment, (iii) any shipping arrangements made by Seller with carriers or forwarding agents at the Buyer’s request shall be made solely on the Buyer’s behalf and at the Buyer’s sole cost and risk, and (iv) any agent appointed for such shipment shall be solely the Buyer’s agent for all purposes.
7. Shipping of goods and related costs
The Buyer shall pay all costs and charges of any kind or description related to shipping the goods from Seller’s warehouse or place of business to their eventual destination.
8. Terms of payment
Payment by the Buyer is due on the date shown in the Seller’s invoice. In the event of any delay in payment, Seller shall have the right to suspend deliveries and may, at its option, terminate the Contract, as well as any other contracts with the Buyer, and hold the Buyer liable for damages. In the event Seller does not receive any payment by the due date, the Buyer shall pay to Seller interest on the unpaid amount, from each day from the due date to the date payment is actually received by Seller, at the maximum rate allowed by applicable law. Seller’s right to such interest shall be in addition to, and not in lieu of, all other rights and remedies arising by reason of such non-payment. Any payment received by Seller may be applied to any outstanding balance owed by the Buyer or Seller, as Seller, in its sole discretion, may determine, any instructions of the Buyer to the contrary notwithstanding.
9. Limited warranty – Limitation of remedies
Seller’s Limited Warranty Policy (Document) shall apply. Any other Seller’s warranties, remedies or liabilities are hereby expressly excluded and disclaimed. Warranties on Software are governed by Piusi’s applicable Software terms and conditions.
10. Claims
The Buyer shall make all payments in accordance with the terms of the Contract, notwithstanding any claim for any alleged fault, defect or irregularity in the Products. In the event of any delay in payment, Seller may, at its option, terminate the Contract and hold the Buyer liable for damages.
Any claim by the Buyer with respect to shortage, damages or discrepancy in shipments or noticeable defects of Products must be made in a writing dispatched to Seller, by certified or registered mail, return receipt requested, not later than 8 (eight) days from the date of delivery of the Products with respect to which the claim is made.
The Buyer may not accept only a part of the Products delivered. Acceptance of any part of the Products ordered shall constitute acceptance of all the ordered Products, whether or not the Products are all tendered in one shipment.
11. Termination of contract
Seller, without incurring any liability or obligation to the Buyer, shall have the right to terminate the Contract, in whole or in part, or to delay delivery, in whole or in part, at any time in the event Seller experiences difficulties in obtaining regular or sufficient supplies of finished goods, raw materials or auxiliary materials, or in case of other force majeure events or events outside Seller’s control.
12. Applicable law and jurisdiction
The Contract shall be governed by and construed in accordance with the law of the State of Florida, without giving effect to conflict of law principles.
Any and all litigation or disputes arising out of or in connection with the Contract or the Products shall be conducted in the courts of the State of Florida, except that Seller, at its option, may commence and prosecute such litigation in any jurisdiction in which the Buyer may be located or found or may do or transact any business. The Buyer waives the right to trial by jury in any litigation, consents to the jurisdiction of the courts of the State of Florida, and agrees that any and all process may be served upon the Buyer outside of the State of Florida with the same force and effect as if such service had been made in the State of Florida.
13. Costs of collection
In the event Seller retains a collection agency to collect any amount owed by the Buyer, or institutes legal proceedings to collect such amount or to enforce any right under the Contract, Seller shall be entitled to recover from the Buyer reasonable collection and/or attorneys' fees, costs, and expenses paid or incurred by Seller.
14. Modifications
The Contract cannot be orally changed, modified or amended, in whole or in part. Any change, modification or amendment, to be effective, must be in writing, signed by an officer or employee of Seller duly authorized to sign on behalf of Seller.
