Terms and Conditions of Sale. Acceptance of Buyer’s order is conditional on Buyer’s assent to the terms and conditions below. If Buyer objects to any terms, such objection must be in writing and delivered to Sensative within 10 days of Sensative’s Order Confirmation date. Failure to make such an exception, or acceptance by the Buyer of any goods delivered by Sensative, shall be deemed acceptance of the terms and conditions below.
Limited Warranty. Sensative warrants the goods against faulty workmanship or the use of defective materials for a period of one (1) year. Sensative warrants that at the time of delivery Sensative has title to the goods free and clear of any and all liens and encumbrances. These warranties are the only warranties made by Sensative. Continued use or possession of goods after expiration of the applicable warranty period shall be evidence that the warranty is fulfilled to the full satisfaction of Buyer. Sensative makes no warranty as to experimental or developmental goods or goods not manufactured by Sensative.
Exclusive Remedies. If the goods furnished by Sensative fail to conform to Sensative ‘s standard Limited Warranty, Sensative’s sole and exclusive liability shall be (at Sensative’s sole discretion) to repair, replace or credit Buyer’s account for any such goods which are returned by Buyer during the applicable warranty period set forth above, provided that (i) Sensative is promptly notified in writing upon discovery by Buyer that such goods failed to conform to these terms and conditions with an explanation of any alleged deficiencies, (ii) such goods are returned to Sensative and (iii) Sensative’s examination of such goods shall demonstrate that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper storage or installation, unauthorized repair or improper testing. Sensative’s maximum total liability in connection with the sale of its Product for damages or expenses arising from any default or breach of warranty, or failure to deliver Product in conformance with the Buyer’s order shall not exceed the price actually paid to Sensative for the particular products involved in the occurrence giving rise to such liability. The period of such liability shall not extend beyond the warranty period.
Conformance with Law. Buyer assumes the responsibility that the sale of Product conforms to laws, rules, regulations, and ordinances of any governmental agency or other authority applicable to the use or operation of Product.
Assignment. These terms and conditions not assignable by Buyer and any attempt to assign any rights, duties or obligations arising hereunder shall be void.
Governing Law; Venue. These terms and conditions, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, will be governed by, construed and enforced in accordance with the laws of the Kingdom of Sweden, without regard to any conflict of law provisions that would refer to and apply the substantive laws of another jurisdiction. Each of the Parties consents to the exclusive jurisdiction and venue of the Kingdom of Sweden.
Confidentiality. The Buyer shall keep confidential all proprietary information furnished or disclosed by Sensative. The Buyer shall not, directly or indirectly, disclose, copy, or otherwise transfer such information and trade secrets to any third party at any time. Buyer shall not modify or reverse engineer any Product or parts thereof.
Agreement and Amendments. Buyer agrees to these terms and conditions by placing an order for the Product. The terms and conditions herein, along with the Pricing Schedule, constitute the entire Contract between the parties and supersede all previous communications, whether oral or written and shall supersede and have control over any conflicting or contrary terms in any purchase order or any other terms relating to other written provisions mutually agreed upon. Sensative’s failure to object to provisions contained in any communication from Buyer will not be a waiver of the provisions hereof. These terms and conditions cannot be modified except in writing signed by Sensative and Buyer.
Exceptions. These terms and conditions shall be deemed as complete and binding unless exceptions are otherwise specified and agreed to in writing by Sensative and Buyer.
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