Sales Terms and Privacy

Sales Terms and Conditions

  1. General

    1. These Sales Terms and Conditions ("Terms") will be used for all quotations and sales of Rotkee ("Rotkee") to Customers or intending Customers ("Customer" or "Customers").

    2. These Terms exclusively will be used for all quotations and sales of Rotkee to Customers despite any other regulation in Customer's Terms or any alteration(s) on the order confirmation made by Customer.

    3. Rotkee retains the right to alter the Terms. All order confirmation forms and invoices provided by Rotkee bind contracting parties to the regulations of these Terms.

    4. In case any regulation of these Terms will be declared invalid or not binding by a competent authority, the other regulations of these Terms remain valid.

    5. The Terms and all transactions between Rotkee and Customer will exclusively be controlled by Ukrainian law. Any dispute, controversy or claim arising out of or relating to this contract, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.

  2. Orders and deliveries

    1. Agreements between Rotkee and Customer will only come into effect when orders have been explicitly accepted by Rotkee. Rotkee has the right to accept or to turn down orders within its normal performance.

    2. The intermediaries and sales representatives of Rotkee do not have any right to bind Rotkee. The offers made by them have to be confirmed by Rotkee.

    3. The delivery timings indicated by Rotkee, the lists, the technical specifications and suchlike handled by Rotkee are formulated by Rotkee in best capacity, though are only indications and give as such not any warranty. Differences do not give Customers any right to delay or refuse deliveries and/or payments, nor the right for compensation.

    4. In case Rotkee cannot observe any obligations towards Customer because of circumstances beyond its control, Customer will not be authorized to dissolve the agreement and Customer will not have any right for compensation. Circumstances beyond Rotkee's control are, among other things, if Rotkee is prevented to meet its obligations or the preparations of it due to circumstances beyond their influences, including not meeting their obligations by suppliers of Rotkee and refusing or withdrawing of permits or licenses required.

    5. The risk of losing or damaging goods bought by the Customer from Rotkee is transferred to the Customer at the moment of delivery. Delivery takes place in the way described at Orders delivery and payment.

  3. Purchase and payments

    1. Excluding special contractual arrangements, the offers and price lists of Rotkee will only be provided as indicative and do not bind Rotkee in any case. All prices can be altered at any time without preceding notice.

    2. The price agreed upon is the price appearing from the order confirmation form of Rotkee. Customer has to pay all the invoices sent to it without having the right of deferring the payment or for compensation. The shipping costs plus insurance for shipment are for the account of the Customer, unless otherwise agreed in writing. The price is excluding shipping costs and insurance costs, unless otherwise agreed in writing. Rotkee is entirely free in choosing the way of shipment. Rotkee is authorized to deliver orders in parts and to invoice them partly.

    3. The purchase price is payable by the Customer at the moment the order is placed, unless otherwise agreed in writing.

    4. In case Customer does not meet any obligations towards Rotkee, Rotkee is authorized to consider the regarding purchase agreement dissolved starting immediately without legal interference and without proof of default, or to defer delivery with reservation of Rotkee's right for claiming compensation.

  4. Ownership

    1. The copyright as well as all other rights of intellectual and industrial ownership with regard to all products, industrial models and software offered by Rotkee stay with the preparers. Only a user's license will be available to the Customer. The Customer is not allowed to alienate, to transfer, to pawn or to loan any products, industrial models and/or software in any way, without explicit written permission of the owner, nor for valuable consideration nor for nothing. The Customer will not remove mentions of the owners. The Customer has to take care of the products, industrial models and software remaining confidential.

  5. Complaints

    1. All complaints regarding fault deliveries or transport damage to products have to be mentioned by Customer on the respective shipping documents and have to be informed to Rotkee in writing within 7 days from date of delivery. In case Customer does not perform to the term mentioned, the right of Customer to keep Rotkee liable for any faults will expire. Customer is not authorized to expire or to refuse payment because of such complaints.

    2. Returning of goods will not be accepted by Rotkee without preceding agreement. In case Rotkee agrees with returning, such goods have to be in the original state and in the original package.

    3. All complaints regarding the invoices sent by Rotkee have to be informed to them in writing within 10 days after receipt. Afterwards the right of Customer to keep Rotkee liable expires.

  6. Warranties

    1. The following warranty regulations regarding goods delivered by Rotkee are of exclusive use.

    2. Rotkee will repair the product free of charge if damaged by quality issues within the warranty period and Rotkee will cover the cost of delivery in this case. The warranty regarding goods delivered by Rotkee will restrict to the warranty ascribed by the preparer, both for duration and contents. In no case Rotkee guarantees the delivered goods being capable of solving a Customer’s problem. The warranty only regards the physical faults of the material support and the interference of Rotkee will restrict just to exchange the fault parts simply and solely. Granting a warranty supposes that the goods delivered are used within the conditions of the offer or, when there is no description of it, within the normal conditions as mentioned in the existing catalogs, notes, user manuals of the products as suchlike from Rotkee or the preparer provided to Customer.

    3. Rotkee does not guarantee, nor explicitly or silently the quality, performance, marketability or capability for any particular purpose of the goods. The whole risk for quality and performance is for the account of Customer. Rotkee will never be liable for the direct, indirect, incidental or caused damage resulting from any fault in the goods, even if they have been warned about the possibility of suchlike damage.

    4. Rotkee makes no representation or warranty with respect to software and will have no liability in connection therewith. Unless it is specifically stated in the software’s applicable license agreement, software is provided “as is” with no additional warranty.

    5. Limitation of liability. Rotkee shall have no liability to Customer for claims of infringement based upon (i) the use of any goods in a fashion other than one for which it is intended or in conjunction with any product not supplied by Rotkee, and (ii) any goods modified, manufactured, or designed to Customer’s specifications. Notwithstanding any other provision herein, under no circumstances shall Rotkee be liable to Customer or any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an indirect or consequential nature arising out of or related to Rotkee´s performance under Customer’s order, including, without limitation, loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Customer’s order, warranty, negligence, or any other type of claim, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages. Rotkee’s total liability to Customer arising from or related to Customer’s order, including, but not limited to, its liability for indemnity, defense, and hold harmless obligations, is limited to no more than the amount paid by Customer to Rotkee under Customer’s order. To the extent that this limitation of liability conflicts with any provision herein, such provision shall be regarded as amended to whatever extent required to make it consistent with this clause.

    6. Rotkee is not liable for damage resulting from not meeting an explicit or silent guarantee, including damage to properties and personal harm. The liability of Rotkee will be restricted to the amount of the purchase price paid for the product by Customer. All other warranties (oral, silent or supposed) are invalid.

  7. Use of products

    1. Customers shall comply with the manufacturer's product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where product failure could lead to loss of life or property damage. If Customer uses or sells the products for use in such applications or fails to comply with the manufacturer's product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Rotkee harmless from any claims resulting from or arising out of: (i) Rotkee's compliance with Customer's designs, specifications, or instructions; (ii) modification of any product by a party other than Rotkee; (iii) use of products in combination with other products; (iv) use of products not authorized as described above; and/or (v) use of products and related technology in chemical, biological or nuclear areas.

  8. User manual

The user manuals delivered by Rotkee are copyright protected. All rights will be reserved. It is not allowed to copy these completely or partly, to photocopy, to reproduce, to translate, to summarize or to bring into commerce in another way, without preceding written permission of Rotkee.

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