Agmt23 Lyngsoe Systems - Laserfiche WebLink

Browse Search

Page 30 of 36 June 16, 2022 Project B26030-000 185.683.001 Redwood City Public Library Downtown Branch “Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal.” TERMS AND CONDITIONS OF SALE APPLICATION 1. These General Terms and Conditions of Sale (“GTCS”) apply to all contracts of sale of LYNGSOE products and/or LYNGSOE software - collectively referred to as “Goods” hereafter, between Lyngsoe Systems A/S (together with its affiliates, successors and assigns "LYNGSOE”) and the customer (“Customer”). LYNGSOE and Customer are sometimes referred to herein individually as a “Party” and together the “Parties”. 2. If the Goods also solely or as a combination include the sale of LYNGSOE Software, the terms of the LYNGSOE End User License set forth in Appendix 1 hereto shall equally apply in addition to the terms of the GTCS. In the event of any discrepancies between the LYNGSOE End User License and the GTCS, the terms of the LYNGSOE End User License shall prevail for the purpose of the LYNGSOE Software only. If the Goods are “made to order” or similarly engineered and manufactured specifically for the Customer “Engineered Goods”, the terms of the LYNGSOE Terms for Engineered Goods set forth in Appendix 2 hereto shall equally apply in addition to the terms of the GTCS. In the event of any discrepancies between the LYNGSOE Terms for Engineered Goods and the GTCS, the terms of the LYNGSOE Terms for Engineered Goods shall prevail for the purpose of the Engineered Goods only. 3. No departure from these GTCS shall be binding unless agreed in writing between LYNGSOE and the Customer. 4. LYNGSOE shall be entitled to alter these GTCS upon 14 calendar days’ written notice effective for all orders that LYNGSOE rec eives after the expiration of the notice period. However, LYNGSOE may alter agreed payment terms and credit limits at any time and for any reason without notice. 5. Any terms and conditions contained in or delivered with the Customer’s order or other document shall not be binding, and the Customer waives any right, which it otherwise might have to rely on such terms and conditions. QUOTATIONS, ORDERS AND ORDER ACKNOWLEDGEMENTS 6. Only a quotation in writing by email from LYNGSOE (“Quotation”) is binding on LYNGSOE. Quotations are open for acceptance in writing by email to LYNGSOE by the Customer for 15 business days from the date of the Quotation unless otherwise stated in the Quotation. 7. Any order(s) placed by the Customer and any acceptance(s) of Quotation(s) by the Customer shall bind LYNGSOE, provided the order(s) or acceptance(s) of Quotation(s) was/were placed in writing by email to LYNGSOE or, in case of acceptance(s) of Quotation(s), by return-mail, and provided the order(s) or acceptance(s) of Quotation(s) was/were confirmed in writing by LYNGSOE within 15 business days from the date of receipt by LYNGSOE of the order(s) or acceptance(s) of Quotation(s) (“Order Acknowledgement”). 8. If the terms and conditions related to delivery time, quantity, price, payment terms, delivery clause, delivery by instalments or other matters stated in LYNGSOE’s Order Acknowledgement vary from the Customer’s order(s) or acceptance(s) of Quotation(s) and the Customer wants to reject these variations, the Customer must notify LYNGSOE to that effect within 5 business days of the date of receipt of the Order Acknowledgement, failing which the Customer shall be deemed to have accepted the terms and conditions set out in the Order Acknowledgement, which shal l constitute a binding commitment between the Parties. DELIVERY. TRANSFER OF RISKS 9. LYNGSOE retains title to the Goods until the purchase price has been paid in full. 10. Absent any delivery clause in the Order Acknowledgement to the contrary, delivery shall be deemed to have occurred ex works LYNGSOE, Frederick MD. The Customer shall be ready for and accept delivery at the delivery date stated in the Order Acknowledgement or other c ommunication from LYNGSOE, failing which delivery is deemed to have occurred at the delivery date, stated in the Order Acknowledgement or other communication. Notwithstanding any agreed delivery clause, LYNGSOE shall be free to select the carrier and mode of transportation. 11. If the Goods are transported from LYNGSOE’s warehouse by or on behalf of LYNGSOE, the Customer must, w hen the Goods arrive at the destination, in order to get the Goods released by the carrier sign the accompanying delivery note. If any Goods are visibly damaged, the Customer must give details thereof on the delivery note and must file a claim with the carrier and with LYNGSOE in writing via email to LYNGSOE within 24 hours, failing which the Customer shall be deemed to have waived any rights which the Customer might have in respect of the damaged Goods. 12. The Customer must thoroughly examine all Goods immediately upon delivery for the purpose of ascertaining whether the Goods are defect or inconsistent with the data in the Order Acknowledgement (the “Examination”). The Customer shall be deemed to have accepted the Goods in respect of inconsistency with the data in the Order Acknowledgement, which the Customer discovered or ought to have discovered during the Examination, if the Customer has not notified LYNGSOE to the contrary in writing via email within 5 business days after the delivery time as stated in the Order Acknowledgement. 13. Except where otherwise specified, Quotations and/or Order Confirmations do not include delivery of installation materials or mechanical and electrical assembly or commissioning of the Goods (“Installation Services”). In the event that the Customer requests Installation Services to be carried out by the LYNGSOE Service Department, such Installation Services will be invoiced at the then -current rates for same. In the performance of the Installation Services, LYNGSOE shall only be liable for damages that occur as a result of gross negligence or wilful misconduct on the part of LYNGSOE. DELIVERY DELAY 14. Should LYNGSOE not be able to deliver by the delivery time as stated in the Order Acknowledgement or other communication from LYNGSOE, LYNGSOE shall as soon as possible notify the Customer to that effect and at the same time state when delivery is expected to take place. If delivery is expected to take place more than, or has not taken place within, 14 business days after the delivery time as stated in the Order Acknowledgement, and the delay is caused by circumstances for which LYNGSOE is responsible, the Customer shall be entitled to reject the Goods by notifying LYNGSOE to that effect within 3 business days after receipt of LYNGSOE’s notification or the expiration of the 14 business days, whichever comes first, failing which notification by the Customer, the Customer shall be deemed to have waived the right to reject the Goods. Except as stated in this