1 Application

1.1 In these conditions of sale Seller shall mean INFRAMET and Buyer shall mean any person, firm or company who accepts a quotation of the Seller for the sale of the goods or whose order for the goods are accepted by the Seller.

1.2 The Seller exclusively delivers on the basis of the following conditions of sale. Alternative or deviant conditions of the Buyer are not accepted, unless expressly agreed or confirmed in writing by the Seller.

1.3 These conditions of sale also apply for future transactions, even if on particular occasion they may not be attached, provided that the Buyer already concluded agreements with the Seller on the basis of these General Standard Terms and Conditions.

2 Quotation and Completion of Contract

2.1 Quotations are subject to confirmation and non-binding.

2.2 Substantial for the order is the written order acknowledgement of the Seller. The commercial invoice respectively the delivery note shall be regarded as order acknowledgement at immediate execution of the order. In case the Buyer raises objections to the content of the order acknowledgement, he has to oppose it without further delay. Otherwise the contract will become effective according to the conditions stated in the order acknowledgement.

2.3 The Seller remains the rightful owner of the cost estimates, drawings, sketches and other supply documents and is exclusively entitled to the copyrighted exploitation rights.

3 Prices and Payment

3.1 Delivery is Free Carrier (FCA, Incoterms 2000) or Free on board origin (FOB) including packing, unless not agreed differently.

3.2 Unless stated otherwise in the order acknowledgement payments are due net within 30 days as of date of invoice devoid of Paying Agency.

3.3 Partial deliveries can be charged separately.

3.4 Checks are accepted only in fulfillment and are regarded as payment only after encashment on the Seller's account.

3.5 In case of delay in payment the Seller shall be authorized to demand dunning charges in adequate height as well as default interest in the amount of 8% above the base interest rate p.a. regardless of the Seller's other rights. The interest is immediately due.

3.6 At delay in payment the Seller is entitled to withdraw from the contract and/or to ask for compensation instead of performance.

3.7 The Buyer is only entitled to balancing when his counter-claims are stated finally or particularly appreciated by the Seller.

4 Deliveries/ Delay in Delivery

4.1 Unless stated as obligatory in the order acknowledgement delivery times and appointments are non-binding. The delivery time starts with receipt of the order acknowledgment at the Buyer, however not before submission of Buyer's documents, authorizations, clearances as well as of a down payment possibly agreed upon.

4.2 In case a non-compliance of delivery time is due to Force Majeure, the delivery time extends itself adequately. Force Majeure are circumstances beyond the Seller's reasonable control, which make delivery unreasonably difficult or impossible, e.g. delay in delivery of scheduled suppliers, labor conflicts, administrative measures, essential plant interruptions like e.g. by destruction of the complete company or essential departments, serious transport problems. If these conditions last longer than three months, the Seller is entitled to cancel the order. Claim for damage of the Buyer is excluded.

4.3 If the delay in delivery is to be justified by the Seller, the Buyer can only withdraw from the contract if he has set an adequate deadline for completion which has expired. Claims for damage can only be asserted if they are based on deliberate or gross negligence of the Seller.

4.4 Partial deliveries are permitted as far as this is reasonable for the customer.

5 Passage of Risk / Consignment

5.1 If the Buyer does not take on the object of contract in due time, the Seller is entitled either to set an adequate deadline to dispose elsewhere after the expiry and to deliver to the customer within adequate period, or to immediately charge the goods to him and to store at expense and on risk of the Buyer. Untouched remains the Seller's right to withdraw from the contract and to assert claim for damage instead of performance.

5.2 At damage or loss of the good in transit the Buyer has to establish the facts of the case with the carrier.

6 Warranty

6.1 These products are warranted by Seller against defects in materials and workmanship for a period of 13 months after the date of shipment. Wearing parts are excluded from this warranty. During the mentioned above periods, Seller will, at its option, either repair or replace a defective product at no charge except as stated below.

6.2 To obtain service under this Limited Warranty, contact Seller in writing. Please give a full description of the difficulty, and include the Model and Serial numbers of the instrument in this correspondence. Shipping instructions will be sent to you for returning the instrument.

6.3 Except as stated in this limited warranty, there are no warranties, express or implied, that extend beyond any description of the instrument which is contained in appropriate sales contract or lease of the instrument. Seller expressly disclaims any warranty, express or implied, that this instrument is of merchantable quality or that it can be used, or is fit, for any particular purpose. Buyer purchases and accepts this instrument solely on the basis of the warranty contained herein. This limited warranty sets forth the entire understanding of Buyer and Seller and supersedes all other representations and understandings between the parties.

7 Limitation of Liability / Claim for Damage

7.1 Seller shall be liable only for intent and gross negligence of its own or its employees and vicarious agents and only up to the foreseeable and damage typical to the type of contract in question, however its liability shall in any event not exceed the value or amount of the contract. The purchaser shall not be entitled to any claims flowing from subsequent damage, consequential damage or pecuniary loss or loss of profit.

7.2 Customers´ claims for damages due to a defect become statute-barred after one year from the delivery of the goods.

7.3 The Customer's claim of compensation is not restricted in case of intent, gross negligence, fraudulent concealment, fundamental breach of contract, a guarantee, guaranteed quality relating to specification not kept, there has been injury to life, limb, health or liability pursuant to applicable Product Liability Law. The aforementioned provisions do not involve a change in the burden of proof to the detriment of the purchaser.

8 Reservation of Ownership

8.1 Notwithstanding delivery to the Buyer legal and beneficial ownership in the goods shall remain with the Seller until complete payment of all claims arising from previous contracts, including those arising from checks or bills as well as claims from open accounts.

8.2 The Buyer shall be entitled to process the goods in the context of proper business activity at which the Seller has reserved co-ownership unless the Buyer is in delay of payment or has suspended the payments. In case of processing it is agreed that the Seller shall be entitled to a partial co-ownership of the new goods emerging from processing in relation to the invoice value of the goods delivered to the invoice value of the goods resulting from processing.

8.3 The Buyer shall be entitled to sell the reservation goods in the context of proper business activity, unless he delays payment or has stopped payment. He must not put the reservation goods in pawn or transfer them for collateral security.

8.4 For safety reasons claims resulting from resale or other legal reasons regarding reservation goods are assigned from the Buyer completely to the Seller already now .

8.5 The Buyer shall report and object without further delay if reservation goods or other items or claims that the Seller has legal entitlements to are distrained by third parties or other impairments are to be feared. The necessary documents must be attached to the report. Costs arising from such incidents will have to be paid by the Buyer.

 

9. Export control

1. Inframet products are not in the list of the double-use goods in EC Regulation No WE 428/2009 Community regime for the control of exports, transfer, brokering and transit of dual-use items".

2. Components used to manufacture products offered by Inframet are not in the list of the double-use goods in EC Regulation No WE 428/2009.

3. Inframet products have been designed as general purpose metrological apparatus.

4. Export license is not needed to procure Inframet products for great majority of customers.

5. Only in exceptional cases of potential customers from countries under embargos Inframet consults export control authorities about export limitations to a specific customer country.

10. Arbitration

All disputes in connection with signed contracts or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the The Court of Arbitration at the Polish Chamber of Commerce in accordance with the provisional Rules of procedures promulgated by the said Arbitration Committee. The Arbitration shall take place in Warsaw and the decision of the Arbitration Committee shall be final and binding upon both parties, neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.

Version 3.1 dated April 3, 2018