Terms and Conditions
Terms for delivery of PalmSens BV OEM Products
The following terms and conditions apply to PalmSens BV’s OEM products.
The “Subjected Product” being the Buyer’s product which is subject to PalmSens BV’s OEM product(s), hereafter referred to as “Product”.
- PalmSens BV needs to be informed about the intended application for the Subjected Product.
- It is not allowed to use the Subjected Product for generic research in a way similar to PalmSens BV’s instruments for research.
- All original designs and source code of software, firmware, enclosures, circuit diagrams, printed circuit boards, logo’s, illustrations and components as developed by PalmSens BV remain intellectual property of PalmSens BV
- PalmSens BV always keeps the right to sell Products to any other customer even if this includes competition for the Subjected Product.
- Under no circumstances is it allowed to attempt copying or reverse-engineering any part of supplied Products from PalmSens BV
- Product Warranty:
Except as otherwise provided herein, PalmSens BV warrants to Buyer that for one (1) year from the date title to the Product passes (transfer date of goods from seller to buyer), each Product sold hereunder will be free of defects in materials or workmanship and will conform to specifications set forth in PalmSens BV’ published data sheets or, where applicable, user manuals for PalmSens BV’ system products in effect at the time title passes.
- Product Warranty Limitation:
Buyer assumes full responsibility to ensure compliance with the appropriate handling, assembly and processing of Products (including, as applicable, wire bonding and related assembly and test activities), and compliance with all guidelines set forth in the applicable PalmSens BV specifications. PalmSens BV assumes no responsibility for environmental effects on Products or for any activity of Buyer or a third party that damages the Products due to improper use, abuse, negligence, improper installation, accident, loss, damage in transit, or unauthorized repair or alteration by a person or entity other than PalmSens BV. Except as expressly provided herein, Buyer shall assume responsibility for all warranty issues with respect to its customers and end users.
- Warranty Remedy:
PalmSens BV’ sole liability and responsibility for Products under this warranty is for PalmSens BV to repair or replace any Product that is returned to it by Buyer or credit Buyer’s account for such returned Product, provided that PalmSens BV shall have the right to reject any such remedy where PalmSens BV determines that the Warranty does not apply Product returned to PalmSens BV for warranty service will be shipped to PalmSens BV at Buyer’s expense and will be returned to Buyer at PalmSens BV’ expense. PalmSens BV’ obligation to honor its warranty for a Product is contingent upon receipt of payment in full for such Product.
- Warranty Disclaimer:
EXCEPT AS PROVIDED HEREIN, PALMSENS BV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. LABELING ON PRODUCTS AND PACKAGING IS INTENDED SOLELY FOR COMPLIANCE WITH APPLICABLE LAW AND PALMSENS BV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, THAT ARISE FROM SUCH LABELING OTHER THAN AS REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL PALMSENS BV BE RESPONSIBLE UNDER ITS WARRANTY FOR ANY DEFECT THAT IS CAUSED BY NEGLIGENCE OF BUYER OR A THIRD PARTY, STATIC DISCHARGE, MISUSE OF A PRODUCT OR MISTREATMENT OF A PRODUCT. PALMSENS BV SHALL HAVE NO RESPONSIBILITY FOR ANY PRODUCT THAT HAS BEEN ALTERED OR MODIFIED IN ANY WAY. PALMSENS BV SHALL HAVE NO RESPONSIBILITY TO THE EXTENT ANY DEFECT OR FAILURE IS CAUSED BY NONCOMPATIBILITY OF THE PRODUCTS WITH OTHER COMPONENTS USED BY BUYER. PALMSENS BV SHALL HAVE NO RESPONSIBILITY FOR NONSTANDARD PRODUCTS OR PRODUCTS PURCHASED THROUGH UNAUTHORIZED CHANNELS. THE WARRANTY OF REPLACEMENT PRODUCTS SHALL TERMINATE WITH THE WARRANTY OF THE ORIGINAL PRODUCT. UNLESS SEPARATE TERMS ARE PROVIDED, ALL SOFTWARE IS EXPRESSLY PROVIDED “AS IS”.
- Limitations of Liability:
PALMSENS BV’ EXPRESS WARRANTY TO BUYER AND THE INTELLECTUAL PROPERTY INDEMNITY DESCRIBED HEREIN ARE SOLELY FOR THE BENEFIT OF BUYER AND NO OTHER PARTY, CONSTITUTE PALMSENS BV’ SOLE LIABILITY AND THE BUYER’S SOLE REMEDY WITH RESPECT TO THE PRODUCTS, AND ARE IN LIEU OF ALL OTHER WARRANTIES, INDEMNITIES, LIABILITIES AND REMEDIES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITING SIGNED BY BOTH PARTIES, PALMSENS BV DOES NOT INDEMNIFY, NOR DOES IT HOLD BUYER HARMLESS, AGAINST ANY LIABILITIES, LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES) RELATING TO ANY CLAIMS WHATSOEVER, INCLUDING WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE RELATING TO THE PRODUCTS SOLD HEREUNDER. IN NO EVENT SHALL PALMSENS BV BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE DAMAGES, DUE TO ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PALMSENS BV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST PALMSENS BV MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. THE TOTAL LIABILITY OF PALMSENS BV TO BUYER AND/OR ANY OTHER PARTY FROM ANY LAWSUIT, CLAIM, WARRANTY OR INDEMNITY SHALL NOT EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY BUYER TO PALMSENS BV FOR THE SPECIFIC PRODUCTS (AS IDENTIFIED BY PART NUMBER) SOLD UNDER THE ORDER SHIPMENT(S) AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS THAT GAVE RISE TO THE LAWSUIT, CLAIM, WARRANTY OR INDEMNITY. THE EXISTENCE OF MULTIPLE CLAIMS RELATED TO THE SAME PRODUCT AT ISSUE SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
- Use in Life Support and Other Critical Applications:
Products sold by PalmSens BV are not designed, intended or approved for use in life support, implantable medical devices, transportation, nuclear, safety or other equipment where malfunction of the Product can reasonably be expected to result in personal injury, death, severe property damage or severe environmental harm. Buyer represents and warrants that it will use appropriate safeguards to minimize potentially dangerous consequences associated with Product failure. Notwithstanding the foregoing, if Buyer uses or sells Products for in such critical applications, it does so at Buyer’s own risk and Buyer agrees to defend, indemnify and hold harmless PalmSens BV from any and all damages, claims, suits or expenses resulting from such use.