TERMS OF SALE
1 General
1.1 The client expressly relinquishes its right to implement its own standard terms and conditions, even in instances where these have been stipulated subsequent to the stipulated terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
1.2 Our invoices are payable within 21 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Expert Bykova reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Expert Bykova will be authorized to suspend any provision of services without prior warning in the event of late payment.
1.3 If a payment is still outstanding more than sixty (60) days after the due payment date, Expert Bykova reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
1.4 The payment terms set forth in the quotation shall be specified in the Purchase Order and confirmed by Expert Bykova in writing, and may be modified if Customer's financial condition or payment history warrants such modification. Expert Bykova reserves the right to terminate any Purchase Order without penalty if Customer fails to pay any amount due or to comply with the terms of this or any other Expert Bykova agreement if, after ten (10) days' written notice, the breach has not been cured.
1.5 Expert Bykova is committed to supplying high-quality products, services and software in a timely manner and in accordance with the agreed timeframes. However, it is imperative to note that these obligations do not encompass a commitment to achieve specific outcomes. Furthermore, Expert Bykova cannot under any circumstances be held liable for damages by a client in the event of a claim for damages being filed against them by an end consumer. It is acknowledged that delivery dates indicated to the Customer are estimations at the time of order placement, and Expert Bykova shall not be held liable for costs or penalties resulting from late delivery, although Expert Bykova shall make every effort to provide the Customer with notice of late delivery when practical.
1.6 In order for a claim to be deemed admissible, Expert Bykova must be notified of it in writing via a letter sent by recorded delivery to its registered office within eight days of the delivery of the goods or the provision of the services.
1.7 All our contractual relations will be governed exclusively by law.
2 Software and Calculation Applications
2.1 Software and Calculation Applications (henceforth referred to as "Software") encompasses one or more computer programs, bespoke spreadsheets, scripts and associated documentation.
2.2 Expert Bykova grants the Customer a worldwide, non-exclusive licence to utilise Software and Calculation Applications for internal purposes, in accordance with the documentation provided with the Software. Third-party license terms included with such documentation will take precedence over these license terms. Customers are hereby authorised to download the Software from the company website, or load Software onto multiple computers from the supplied USB drives, without limitation. Expert Bykova reserves the right to modify or amend such Software with or without notice, and shall offer the latest revision of such Software on its website. Expert Bykova shall assume no liability, either directly or indirectly, for the configuration or revision control of Software maintained at the Customer site, and states that the Customer is solely responsible for ensuring the latest version of Software is loaded onto their computer systems.
2.3 Except as authorised by Expert Bykova in writing or as permitted by law, the Customer shall not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software, or copy Software onto any public or distributed network.
3 Orders, Quotations, Delivery policies
3.1 Prices exclude any sales tax, value-added tax, or similar tax or fees paid by the Customer. It should be noted that certain countries have legislation in place which requires the withholding of tax at source on the amount of invoices, in accordance with their internal legislation. In such cases, the onus falls upon the client to discharge any withholding obligations to the relevant tax authorities. It is important to note that Expert Bykova cannot, under any circumstances, be held responsible for costs associated with a country's legislation. Consequently, the full amount of the invoice will be due to Expert Bykova, excluding any costs associated with the client's country of residence.
3.2 Prices quoted exclude shipping and handling charges, unless otherwise stated in the quotation. All products are delivered FOB Origin (Paphos, Cyprus), unless otherwise stated on the Purchase Order and acknowledged by Expert Bykova.
3.3 For products without installation included in the purchase price, acceptance occurs at the time of delivery. For products with installation included in the purchase price, acceptance occurs at the time the product undergoes the Expert Bykova installation and test procedures. In the event that the Customer schedules or postpones Expert Bykova installation by more than thirty (30) days following the delivery date, the acceptance of the product shall be scheduled for the thirty-first (31st) day following the delivery date.
3.4 Customers may cancel all or part of an order for standard products prior to shipment at no additional charge. Customers may return undamaged and unused products in their original unopened packaging within 30 days of delivery, subject to a 20% markdown. In the event that products are received by delivery error, they are to be returned to Expert Bykova in the original unopened packaging without a refund and with shipping charges at Expert Bykova's expense. Customised designs may be cancelled at any time, but Expert Bykova reserves the right to levy a cancellation fee which may amount to the full value of the purchase order. Products to be returned for warranty repair or replacement must obtain a Return Material Authorization (RMA) number before shipping to Expert Bykova.
4 Warranty
4.1 Expert Bykova provides a warranty against defects in materials and workmanship under normal operating conditions, and that the products will conform to published specifications, or custom specifications offered and acknowledged, for a period of twenty-four (24) months from the date of shipment. For the purchase of Refurbished Products, the warranty period is one (1) year from the date of shipment, or the original warranty of the product if longer than one year. It is important to note that normal wear and tear shall not be considered a defect.
4.2 In the event that Expert Bykova is notified of a defect or nonconformance during the warranty period, the company reserves the right, at its discretion, to repair or replace the affected product. The customer shall be liable for the costs of returning the product to Expert Bykova.
4.3 The expense of shipping the repaired or replaced Products back to the Customer shall be paid by Expert Bykova. Unless otherwise agreed by the parties in writing, the customer shall be solely responsible for customs documentation and the customer's procedures to be completed in accordance with the applicable legislation.
4.4 The warranties stipulated in these terms are exclusive, and no other warranty, whether expressed or implied, is to be considered. Expert Bykova specifically disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
4.5 Furthermore, Expert Bykova shall assume no responsibility for any Products not manufactured by Expert Bykova, and in such cases, Expert Bykova's sole obligation is to assign to the Customer any manufacturer's warranty that does not prohibit such assignment.
4.6 Customers shall not be entitled to remedy under this Warranty with respect to:
a) Products that have been subjected to any alteration, disassembly, tampering, modification, or repair without prior authorisation by Expert Bykova;
b) Products subjected to experimental operations or any type of operation or use other than that for which the Product is designed;
c) Products from which Expert Bykova and/or supplier trademarks or serial number has been altered, removed, or obliterated without prior permission from Expert Bykova, excluding alteration, removal, or obliteration directly caused by accident or mishap;
d) Products that have been in storage or left out of service for twenty-four months after delivery.
4.7 The Warranty is non-transferrable and applicable only to the original Customer.
4.8 This Warranty shall not be extended, altered, or varied except by written instrument executed and acknowledged by Expert Bykova.
4.9 Expert Bykova warrants that the Products or Services are free from infringement of intellectual property rights (including patents, trademarks, and copyrights) of others.
4.10 Furthermore, Expert Bykova is not obligated to address any claims of infringement arising from its compliance with, or use of, Customer's designs, specifications, instructions, or technical information; Product modifications by Customer or third parties; Product use prohibited by or outside the scope of Specifications or related notes; or use of the Products with products not supplied by Expert Bykova.
4.11 In the event of a breach of warranty, Expert Bykova shall be liable only for the remedies provided therein. With regard to other breaches of contract, Expert Bykova shall be liable for no amount exceeding the value of the order. Furthermore, Expert Bykova shall not be held liable for any special, incidental, consequential, exemplary, or other damages, including, without limitation, damages resulting from the cost of substitute procurement, loss of use, loss of data, loss of profits, loss of savings, loss of revenues, loss of business, or failure or delay in performance, whether based on breach of warranty or other contract breach, negligence or other tort or on any strict liability theory, even if Expert Bykova has been advised of any such damages. Furthermore, Expert Bykova shall not be held liable for any claims that may be made against the customer by a third party.
4.12 Customers who export, re-export, or transfer products, technology, or technical data purchased hereunder assume all responsibility for complying with applicable European and all other laws and regulations, and for obtaining required export authorisations. The Customer expressly agrees not to sell or otherwise transfer products, technology or technical data to companies or persons on the Denied Parties List and Specifically Designated Nationals and Blocked Persons List, or to any other prohibited parties or restricted destinations listed in Applicable Laws, unless properly authorised by the appropriate government(s). In the event that the Customer is found to be in violation of the relevant legal statutes, Expert Bykova reserves the right to exercise its discretion and suspend the performance of its obligations.
4.13 Disputes arising in connection with these Terms will be governed by the laws of Cyprus.
4.14 Furthermore, should any provision or part thereof be deemed to be illegal or unenforceable, the remaining provisions shall continue to be in full force and effect.
4.15 Furthermore, the United Nations Convention on Contracts for the International Sale of Goods will not be applicable to these Terms.
4.16 The present Terms, in conjunction with any additional terms that may be applicable to the order and which have been acknowledged by Expert Bykova, constitute the entire agreement between Expert Bykova and the Customer, thereby superseding any prior communications, representations or agreements between the parties, whether oral or written, with regard to transactions under this agreement. Customer's additional or different terms and conditions will not apply unless acknowledged in writing by Expert Bykova.
4.17 Expert Bykova reserves the right to assign or transfer any of its rights or obligations under these Terms upon notice in the event of a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction, or a change of control or ownership of Expert Bykova, or its permitted successive assignees or transferees.
5 Information Policy
5.1 Expert Bykova bears responsibility for the management of all information obtained or created during the performance of activities, as stipulated by legally enforceable commitments. Prior to the dissemination of information to the public, Expert Bykova is obliged to provide the customer with prior notification. With the exception of information that the customer makes publicly available, or when agreed between Expert Bykova and the customer (e.g. for the purpose of responding to complaints), all other information is considered proprietary and is regarded as confidential.
5.2 In instances where Expert Bykova is legally obligated to disclose confidential information or is authorised by contractual agreements to do so, the customer or the individual concerned is, unless prohibited by law, notified of the information provided.
5.3 Information about the customer obtained from sources other than the customer (e.g. complainant, regulators) is considered confidential between the customer and Expert Bykova. The provider (source) of this information is confidential to Expert Bykova and is not to be shared with the customer, unless agreed by the source.
5.4 Personnel, including any committee members, contractors, personnel or external bodies, or individuals acting on the Expert Bykova's behalf, are obliged to maintain the confidentiality of all information obtained or created during the performance of activities, except as required by law.
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