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GENERAL TERMS OF SALES AND DELIVERY FROM DIFI.NET

Version 2014.V2

These terms and conditions shall replace previously used terms and conditions Version 2008.V1. Buyer's order and purchase of the Product(s) shall constitute acceptance of these terms and conditions. By placing an order with DIFI.NET, Buyer agrees to be bound by the terms of this Agreement. Unless explicitly stated the following terms and conditions are valid for all deliveries covered by this order confirmation. 

DIFI.NET LLC, hereinafter called “seller” is not committed to any terms or conditions possibly stated in buyers purchase order unless in compliance with the following: 

1. DEFINITIONS 
1.1    „Product(s)” means the products, equipment, components, material, hardware, software, software services and support and other objects (tangible or intangible) which Seller is required to supply Buyer. 
1.2    “Seller” means DIFI.NET LLC.“Buyer” means a company procuring Product(s) from Seller. 
1.3    “Documents” means any drawings, technical documents or other data in computer media format. 
1.4    “Order (Purchase order)” means a written order for purchase of Products submitted by Buyer to Seller. 
1.5    "Software" is subject to the license terms of the applicable software license agreement for such Software. All software is licensed, not sold, and title to the software remains with the applicable licensor(s).  
1.6    „Descriptions“ means all information about design, weight, dimensions, capacity, technical, and other data stated in catalogs, advertisements, illustrations.. 
1.7    „NCNR“ - acronym Non-Cancelable, Non-Returnable.

2.    PRICES AND ORDERS
2.1    Prices are set forth in the quotation issued to Buyer (“Quote”). All Quotes expiry fourteen (14) days from date of issuance, unless otherwise stated in the Quote. All orders are subject to acceptance at the sole discretion of seller. Orders will be considered accepted once Seller books an order and sends Buyer a sales order acknowledgement. Seller shall not be bound by changes to an order unless agreed by Seller in writing. Seller reserves the right to cancel any order if any information provided by Buyer  to Seller is inaccurate. All orders are subject to acceptance by Seller. Seller's booking of an order shall constitute its acceptance of an order. 
2.2    Seller shall within five (5) working days after having received the Purchase Order either confirm the Purchase Order or inform about delay and estimation of confirmation date. If Seller hasn't confirmed the Purchase Order within the now said time period, Seller is deemed to have not accepted the Purchase Order. The Seller inform the Buyer about the terms of the delivery and delivery time in the sales order acknowledgement. The Buyer should verify it. Seller reserves the right to ship product in advance of the agreed shipping date. 
2.3    The prices stated are current prices. On date of delivery seller has the right to change the prices according to changes in exchange rates, purchase prices, duty, freight, and insurance rates or any other change beyond the control of seller. The stated prices are based on the stated currency, current exchange rate, and duty. Should the exchange or duty rates on the date of delivery differ by more than 1.5% from the basic exchange and/or duty rates, the invoice is adjusted accordingly.
2.4    Product prices are exclusive of all federal, state, municipal or other government excise, sales, use, value added, occupational or like taxes, tariffs, customs, duties and importing fees. Buyer shall pay, applicable sales, use, service, value added or like taxes, unless Buyer has provided Seller with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities. Any certificate of exemptions or similar document or proceeding required to exempt the sale of products from sales or use tax liability shall be obtained by Buyer, at its expense. 
2.5    If there are changes in customs, freight charges, Value Added Tax, or other general transportation costs prior to the date of delivery, the seller has a right to adjust the price of the products in so much as said changes in prices, or additional costs, have affected the price of the products. 
2.6    For deliveries amounting to less than USD 5000 - shipping fee will be added. 
2.7    When seller has issued a written order confirmation the purchase order is considered binding. Changes may be made only with the consent of seller. If a cancellation is admitted, a cancellation fee of 20% of the order sum is charged. 

3.    Shipping and Delivery
3.1    Seller’s terms of delivery is Ex works Tallinn Seller's Warehouse (Incoterms 2000).  Unless otherwise agreed upon, the products to be delivered at the Buyer's expense. Against surcharge seller will take care of insurance covering from seller’s stock to the Buyer’s delivery address. Liability of Risk is transferred to the Buyer when the product are received by the Buyer. The products are deemed as having been delivered when turned over to a freight carrier for forwarding to the Buyer. When, according to the terms of the order, the Buyer has to collect the products from the Seller or from a place designated by the Seller, the products is deemed surrendered when the Seller has notified the Buyer that the products are ready for delivery.
3.2    Title and risk of loss, with respect to the products shall pass to Buyer when delivery is made under Incoterms 2000 regardless of whether Seller will install or supervise the installment of the products. 
3.3    A waybill (a packing list) must be included with the Products. On acceptance of the products, the Buyer must insure that the delivery tallies with the waybill and must duly ascertain that the products is damaged. Before utilizing, connecting or installing the products, the Buyer is again under obligation to properly inspect the products.
3.4    Products held or stored by Seller for Buyer shall be at the sole risk of Buyer, and Buyer shall be liable for the expense to Seller of holding or storing products at Buyer's request.All products will be scheduled for shipment in accordance with Seller's applicable shipment sequence and Seller will confirm in writing, and amend as appropriate, the shipment schedule. Under no circumstances shall Seller be liable to Buyer for any delay either in shipment or in delivery.
3.5    Unless otherwise agreed, the delivery time is counted from the date of payment by invoice. If the date of payment is agreed separately, then the delivery time is counted from the date of the sales order acknowledgement.
3.6    Seller decides whether the goods be shipped as a whole or in more shipments. The Buyer has no right to refuse to receive a partial delivery of goods, unless otherwise agreed to in writing. 
3.7    If Seller received knowledge of a delay, the Seller is obligated to inform the Buyer immediately of the delay, its cause, and an estimated new date of delivery. Should the aforementioned obstacle or inequality cease to exist within a reasonable period of time, the Buyer could not terminate the order. Should a delay occur to the shipment or parts thereof, seller is not liable to damage whatever the cause of the delay, unless it has been proved that the delay is caused by seller’s fault or neglect and that buyer proves a concrete loss. In case of a delay in delivery, the Seller is subject, upon demand, to pay the Buyer a one-time (lump-sum) penalty fee for said delay, whose amount is set at one half of one percent (0,5 %) of the tax exempt purchase price of the delayed lot. The penalty fee for the delay is due and payable at the beginning of the week following the delivery deadline. The penalty fee shall not, however, exceed six percent (6,0 %) of the tax exempt purchase value of the undelivered or delayed lot. Any damage claim due to delay must be submitted in writing within one month, at the latest, from the termination of the delay.

4.    Payment 
4.1    Unless otherwise stated seller’s payment terms are as follows: Customer shall make payment in full prior to or upon delivery by bank transfer or other specified by Seller electronic payment method, unless Seller approves Buyer for credit terms. Payment shall be in the currency listed on the Seller invoice.
4.2    Unless the Buyer has settled payment within a reasonable period of time, the Seller is entitled to dissolve the order by written notice, and to obtain damages from the Buyer, but not for more than the value of the unpaid part of the delivery, in addition to any interest on the overdue payment plus any possible expenses incurred in collection of said payment. 
4.3    If Seller approves Buyer's credit application, payment shall be due no later than 30 days from the date of the Seller's invoice. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 11 % or the highest rate permissible by law on the unpaid balance until paid in full. In the event of any order for several units, each unit(s) will be invoiced when shipped. Exceptions to the aforesaid conditions can be made only in writing.
4.4    If the Buyer neglects to follow the agreed payments, or other payments that are overdue, the Seller has a right, after having notified the Buyer of the matter in writing, to delay subsequent deliveries until all previous payments have been settled or acceptable collateral has been agreed upon. The agreed delivery time is thereby considered to have been postponed, and as a result of this delay, the Buyer does not have a right to claim for any damages from the Seller, nor to cancel the Order of Products. 
4.5    If the Buyer for reasons other than those specified in Section 8 (Force Majeure) neglects to receive the ordered products on the date agreed upon, the Buyer is still liable to settle every payment that is made dependent on delivery, as if products had been delivered. The Seller is obligated to take care of storing the products at the buyer's responsibility and expense, after having notified the Buyer. At the Buyer's request, the seller becomes obligated to insure the products at the buyer's expense.

5.    RETURN/CANCELLATION/CHANGE POLICY
5.1    Upon SELLER’s confirmation of the order the BUYER may partially or fully refuse purchasing of the products ordered (cancel the order) only if the SELLER agreed to it. In that case the Seller has a right to ask a 20% fine of the total sales price of the products refused for purchasing. In case of the BUYER’s partial refusal to purchase the products ordered, the SELLER has a right to change the price of the other products ordered unilaterally.
5.2    The Buyer may return standard Products within thirty (30) days of the Invoice Date. Products may only be returned under the condition that the seller has, prior to the returning of the products, agreed to it
5.3    No returns will be accepted after the thirty (30) day period has expired. A Return Material Authorization (RMA) number is required for Buyer to return any Products. 
5.4    Acceptance of returns of customized Products and NCNR products marked in sales order acknowledgement is in the sole discretion of the Seller.
5.5    Products being accepted for return by seller for other reasons than mentioned above, will be credited at list or sales price with the deduction of 30% return cost, when returned undamaged/unused. 
5.6    Returned products may be accepted, and the value thereof reimbursed only if they are in their original package and in good condition. 

6.    Complaints
6.1    Upon receipt buyer must immediately conduct a thorough examination and test of each delivery. Complaints regarding either the amount of goods or the quality of the merchandise must be made in writing within eight (8) working days from the delivery of the goods, with the understanding that otherwise the purchaser forfeits any right to make a claim for defective or deficient merchandise. Any claims due to delay in delivery or some other fault have to be made within the abovementioned period. 
6.2    Seller undertakes no responsibility for the fitness of the product to buyer’s contemplated use of same. 
6.3    Should buyer invoke defects on the delivered products, this must be submitted immediately in writing. 
6.4    In case of a claim, buyer does neither have the disposal over, nor the right to return the products without seller’s written consent.
6.5    Should the products or parts thereof prove to be defective, seller has the right to repair or replace the delivered product by goods of satisfactory quality. If seller offers repair or replacement of the product, buyer does not have the right to cancel the order or to request compensation for the defect. Seller has no responsibility for any delay due to repair or replacement. 
6.6    Seller is not responsible for defects caused by abnormal wear, damage, insufficient maintenance, faulty installation or faults occurred at repairs done by other than seller. 
6.7    Shipment of the delivered products in connection with repair and the like, are at buyer’s account and risk.
6.8    Seller is not responsible for any defect of the delivered products other than those included in point 6.0 

7.    Limited Warranty
7.1    The seller is obligated to provide a Manufacturer's Warranty for the Products. The standard Manufacturer’s warranty to products (exclude Software) is 365 days. The limited by software developer warranty for Software is ninety (90) days. The Warranty becomes effective on the date of delivery, or if the price includes installation, from the time of the completion of said installation included in the Order. If the installation is delayed by more than 30 days due to conditions caused by the Buyer, the Warranty becomes effective on the 31st day after delivery. 
7.2    If a defect in raw materials, or fault in products is detected, the seller is obligated without delay to repair the defect at her/his own discretion, by either repairing the defect or having new replacement products delivered free of charge to the Buyer. The costs of transportation of products under warranty are to be paid by the buyer, while costs incurred by returning the products, are to be paid by the seller.
7.3    The Warranty does not include damages caused by accidents, lightning, flood, or other natural disasters, normal wear, improper or careless handling, abnormal use, overloading, improper care, reconstruction, or changes and installation work that are not made by the seller, or her/his authorized representative. The selection of materials for equipment and devices that are prone to corrosion, is the buyer's responsibility, unless other lawful agreements were made. In no event shall the Seller be responsible under this warranty for any defect which is caused by negligence, misuse or mistreatment of a product or for any unit which has been altered or modified in any way. This Limited Warranty does not apply if the defect of the Products resulting from improper or inadequate maintenance, installation, repair, or calibration (performed by a party other than authorized service center); unauthorized modification; improper environment; use of an improper hardware or software key; improper use or operation outside of the specification for the Hardware or Software; improper voltages; accident, abuse, or neglect. 
7.4    For products that have been repaired or restored within the Warranty period, the seller grants a continuation of the Warranty, but only up to the date of expiration of the original Warranty. For restoring or repairing equipment after the expiration of the Warranty period, the seller provides a three-month (3) service warranty including materials and workmanship on said repairs.
7.5    The Seller reserves the right to charge a fee for examining and testing Hardware not covered by the Limited Warranty.
7.6    If a manufacturer alters the structure of equipment, the seller is not obligated to make comparable changes to equipment that has already been sold.
7.7     The Seller DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. 

8.    Force Majeure 
8.1    (“Force Majeure Event”) The following circumstances cause freedom from responsibility when occurring after entering into this agreement and prevents its fulfillment: including but not limited to acts of nature or governments; interruptions of telecommunications, power or transportation; failure of contractors or suppliers, labor conflict and any other circumstance beyond the control of the parties, such as fire, war, mobilization, or unforeseeable military drafting to similar extent, requisition, seizure, currency restrictions, commotions and unrests, insufficient means of transportation, ordinary goods shortage, rejection of larger works, restrictions of motive power as well as faulty or delayed deliveries from subcontractors due to any of the circumstances mentioned within this point. 
8.2     It lies with the party that claims any of the circumstances under point 8.1, in writing to immediately inform the other party of its outbreak and its termination. 
8.3    When fulfillment of the agreement within a reasonable time is made impossible due to any of the circumstances mentioned within point 8.1, either of the parties has the right to cancel the agreement in writing to the other party. 
8.4    Seller shall not be responsible for any delay or failure to Force Majeure Event. In the event of a Force Majeure Event, Seller reserves the right to cancel the applicable order without any liability to Buyer.

9.    Violations of Exclusive Rights etc. 
9.1    Seller holds buyer indemnified from all claims and cost in connection with suits against buyer for violating patents, trademarks, or any other exclusive rights regarding the products. 
9.2    Buyer is obliged to immediately inform seller if any claim of this kind is raised and authorize seller on his own account to litigate or enter an amicable settlement for the claimed violations. 

10.    EXPORT RESTRICTION
10.1    The Products are subject to control under the U.S. Export Administration Regulations (EAR 15 CFR Part 730 et. Seq.), U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (www.bis.doc.gov), International Traffic in Arms Regulations (ITAR), Office of Foreign Assets Control (OFAC), U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (www.treas.gov/ofac), European Union (“EU”) Council Regulation No. 428/2009  and other applicable U.S. and EU export control laws and regulations. Buyer agrees that it will not export, re-export or transfer the Products via any means to any prohibited destination, entity or individual without the required export license(s) or authorization(s) from the U.S. Government or the competent European government.  The issuance of a Quote, a sales order acknowledgment, or an RMA by Seller is not an export license.  
10.2    Any order which has been accepted by seller, but which cannot be fulfilled due to such policies, decrees, orders, laws, rules or regulations shall be considered to have been rejected. Buyer shall not transfer, directly or indirectly, any product or technical data received from seller or the direct product of such data, to any destination subject to export restrictions. 

11.    Dispute Settlement
11.1    The Seller and the Buyer shall endeavor to resolve all disputes which may arise in connection with order execution through negotiations. 
11.2    In case if no solution is found during 40 working days since disputes, the Seller or the Buyer has a right  to apply to Harju County Court (www.kohus.ee) in accordance with the legislation in force at the time of order placement. The seat of the court must be in Tallinn. The dispute shall be settled following the laws of the European Union and the Republic of Estonia. 
11.3    The court's decision is final and binding on both parties. 
11.4    The losing party undertakes to pay the legal costs for both sides. 
12.    Limitations of Liability

12.1    IN NO EVENT SHALL THE ACCRUED TOTAL LIABILITY OF Seller FROM ANY LAWSUIT, CLAIM, WARRANTY OR OTHER DISPUTED MATTER EXCEED THE AGGREGATE SUM PAID TO Seller BY BUYER UNDER THE ORDER THAT GIVES RISE TO SUCH LAWSUITS, CLAIM, WARRANTY OR DISPUTE. 
12.2    Seller SHALL NOT BE LIABLE FOR ANY CLAIM ARISING UNDER THIS AGREEMENT BROUGHT MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM FIRST AROSE. 
12.3    For damage to real and personal property occurring while the product is in buyer’s possession, seller is not responsible. 
12.4    Seller is not responsible for loss of profits, loss of earnings, or any other indirect loss.  
12.5    The party that claims a breach of Contract by the other party, is obligated to undertake all necessary measures for restricting the damage insofar as she/he is able to do so without any unreasonable expenses or difficulties.
12.6     The Seller SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH: PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE, INCLUDING ANY COSTS OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES; LOSS OF, CORRUPTION OF, OR LOSS OF USE OF ANY PRODUCTS, HARDWARE, SOFTWARE OR DATA; LOSS OF REVENUE, PROFIT, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION OR DOWNTIME; OR INABILITY TO ACHIEVE A PARTICULAR RESULT, EVEN IF IT IS AT SUGGESTION MADE BY the Seller. 
12.7    TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF the Seller ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES, SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM. 

13.    WARNING AND CUSTOMER INDEMNITY
13.1    CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT PRODUCTS AND SERVICES ARE NOT DESIGNED, MANUFACTURED, OR TESTED FOR USE IN LIFE OR SAFETY CRITICAL SYSTEMS, HAZARDOUS ENVIRONMENTS OR ANY OTHER ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES; AIRCRAFT NAVIGATION; AIR TRAFFIC CONTROL SYSTEMS; LIFE SAVING OR LIFE SUSTAINING SYSTEMS OR SUCH OTHER MEDICAL DEVICES; OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCTOR SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE OR ENVIRONMENTAL HARM (COLLECTIVELY, "HIGH-RISK USES").
13.2     FURTHER, CUSTOMER MUST TAKE PRUDENT STEPS TO PROTECT AGAINST PRODUCT AND SERVICE FAILURES, INCLUDING PROVIDING BACK-UP AND SHUT-DOWN MECHANISMS. 
13.3    The Seller EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE PRODUCTS OR SERVICES FOR HIGH-RISK USES. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD the Seller HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, INCLUDING, LAWSUITS, ARBITRATIONS, AND/OR ADMINISTRATIVE ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF CUSTOMER’S USE OF THE PRODUCTS AND SERVICES FOR ANY HIGH-RISK USES, INCLUDING CLAIMS FOR PRODUCT LIABILITY, PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY, REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE OF the Seller.

14.    Use in Safety and Life Support Applications 
14.1    THE PRODUCTS SOLD BY Seller TO BUYER HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS WHERE FAILURE CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY OR DEATH (INCLUDING, WITHOUT LIMITATION, FOR NAVIGATION, WEAPONRY, AVIATION, NUCLEAR OR SAFETY EQUIPMENT, FOR SURGICAL IMPLANT, FOR RESCUE OF PERSONS OR TO SUPPORT, PROTECT OR SUSTAIN LIFE). BUYER USES, MARKETS AND SELLS THE PRODUCTS FOR SUCH APPLICATIONS AT ITS SOLE RISK AND EXPENSE, AGREES TO INDEMNIFY AND HOLD Seller HARMLESS FROM ANY AND ALL DAMAGES, COSTS OR EXPENSES ARISING FROM ANY CLAIM OR ACTION OF ANY THIRD PARTY BASED ON THE ACTUAL OR ALLEGED FAILURE OF A PRODUCT TO PERFORM SUCH APPLICATIONS AND AGREES THAT Seller's WARRANTY IN THIS AGREEMENT DOES NOT EXTEND TO ANY SUCH APPLICATIONS.

15.    TERMS UPDATES
15.1 Seller reserves the right to update this TERMS OF SALES AND DELIVERY at any time, effective upon posting an updated version at http://www.difi.net/page/category/products/terms_of_sale_DIFI; however, the terms and conditions in effect at the time of purchase shall apply to that purchase of Products or Services.