INX Digital Czech's general terms of sales

  1. Suitability for Purpose. It is the responsibility of the user, integrator or OEM to determine if INX’s inks are suitable for a particular purpose. INX makes no expressed or implied warranty of merchantability and fitness for a particular purpose.
  2. Customer's Acceptance of Conditions. The terms and conditions set forth herein apply to all purchases of goods by Customer from INX. INX's willingness to enter into this sale is expressly conditioned upon the Customer's assent to the terms set forth herein. Customer's receipt of these terms and conditions without prompt written objection thereto or the acceptance of goods by Customer shall be deemed an acceptance of said terms and conditions in their entirety.
  3. Objection to Inconsistent Terms. Customer is hereby notified of INX's objection to any terms inconsistent herewith or to any additional terms proposed by Customer when ordering goods and such terms shall not become a part of this contract unless accepted in writing by INX. Neither INX's subsequent lack of objection to any terms nor the delivery of goods shall constitute or be deemed an agreement by INX to any such terms; furthermore, no such action by INX shall be considered a course of performance, course of dealing, usage of trade or a waiver of any of the terms and conditions hereunder
  4. Delivery. Delivery of all goods shall be Ex Works unless otherwise agreed in writing by INX
  5. Inspection and Returns. Customer shall inspect all goods promptly upon receipt thereof and may reject any goods which fail in any significant respect to meet Customer's written specifications. In its sole discretion, INX shall replace or credit Customer's account for the invoice price of such goods.
  6. Payment. Any invoiced amount which is not paid when due will bear interest at the maximum rate permitted by law. Customer shall pay all costs and expenses incurred by INX in collection of any past due amounts, including collection agency and reasonable attorneys' fees. INX may suspend or terminate performance on any of Customer's orders in the event of Customer's failure to pay any amount when due.
  7. Taxes. Prices are exclusive of, and Customer shall be responsible for, all federal, state, municipal and other taxes (such as sales, use, value added, or similar taxes) and similar charges.
  8. Limitations of Liability. INX SHALL HAVE NO LIABILITY FOR LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA OR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL INX'S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES OF ANY KIND EXCEED THE NET INVOICE PRICE OF THE GOODS THAT GIVE RISE TO THE CLAIM.
  9. Force Majeure. INX shall not be liable for delays in delivery or performance, or for failure to deliver or perform, due to (i) causes beyond its reasonable control, or (ii) acts of God, acts of Customer, acts of civil or military authority, governmental priorities, strikes or other labor, disturbances, floods, epidemics, war, riot, delays in transportation or car shortages, or (iii) the inability on account of causes beyond the reasonable control of INX's suppliers to obtain necessary materials, components, services or facilities. In the event of any such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay.
  10. Proprietary Information. "Proprietary Information" shall mean all technology, concepts, product design, research and development data, formulae, methods, techniques, know-how, processes, information, trade secrets, inventions (whether or not patented or patentable) and similar information. INX shall have exclusive right, title and interest in and to all Proprietary Information of INX (whether or not paid for by Customer in connection with the price of the goods or otherwise). Customer shall not copy, reproduce, reverse engineer, transfer, assign, sublicense, loan, disclose or otherwise make available any Proprietary Information of INX to any person or other entity, without the prior written consent of INX. Any and all Proprietary Information which INX may provide to Customer shall be in Customer's possession pursuant only to a restricted nontransferable, nonexclusive license under which Customer may only use such Proprietary Information for the purpose of installing, using, servicing and repairing the goods purchased hereunder.
  11. Miscellaneous.
    1. Entire Agreement. This contract constitutes the entire agreement between Customer and INX concerning the subject matter hereof and any representation, promise, course of dealing or trade usage not contained herein will not be binding on INX. No modification, amendment, rescission, waiver or other change of this contract or any part hereof shall be binding on INX unless agreed in writing by an authorized officer of INX. All rights of INX under the Uniform Commercial Code as then in effect, except as specifically limited or excluded herein (even though not specifically enumerated) are reserved to INX as remedies available in the event of default by Customer.
    2. Waiver. The failure of INX or Customer to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenant or condition or the future exercise of such rights, not shall it be deemed to be a waiver or relinquishment of any other term, covenant or condition, or the exercise of any other rights under this contract.
    3. Governing Law. This contract and each order is deemed made in and shall be construed and interpreted in accordance with the laws of the Czech Republic, without giving effect to any principles of conflicts of law. Any suit relating to this Contract shall be instituted in a state court in the Czech Republic, and the parties irrevocably consent and waive all objections to the jurisdiction of any such Court. In the event any proceeding is brought by a party hereto to enforce or for any breach of any of the provisions of this contract, the prevailing party will be entitled in such proceeding to recover attorneys' fees together with the costs of such proceeding.
    4. Notice to Dealers/Distributors. It is the responsibility of dealers and distributors to inform their customers of the warranty and disclaimer policies of INX as described herein.
    5. Time Limit for Bringing Cause of Action. No action, whatever its form, which arises out of this contract may be brought by either party more than one (1) year after the cause of action has arisen, or in the case of an action for nonpayment, more than two (2) years from the date the last payment was due.

  13. LIMITED WARRANTY AND DISCLAIMERS
    INX WARRANTS THE PRODUCTS COVERED BY THIS CONTRACT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR THE PERIOD OF TIME SPECIFIED IN THE APPLICABLE MACHINE WARRANTY DOCUMENT OR IN THE TERMS OF SALE SECTION OF THE QUOTATION. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER REPRESENTATIONS MADE BY ADVERTISEMENTS OR BY AGENTS AND ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR OF FITNESS FOR A PARTICULAR PURPOSE FOR PRODUCTS COVERED BY THIS CONTRACT. THIS LIMITED WARRANTY DOES NOT EXTEND TO ANY GOODS THAT HAVE BEEN SUBJECT TO MISUSE, ACCIDENT, IMPROPER STORAGE, IMPROPER INSTALLATION OR APPLICATION, OR TO ANY LABOR CHARGES OR PROPERTY DAMAGE FOR PHYSICAL REMOVAL OR REPLACEMENT OF THE DEFECTIVE GOODS OR MATERIALS.
  14. CUSTOMER’S REMEDIES
    Upon written notice only, not later than thirty days after the arrival of product and after reasonable opportunity has been afforded INX to investigate, INX will replace any product furnished hereunder that fails to conform to the conditions of this contract, or, at INX’s option, INX will repay, upon return of the nonconforming product, the price paid for such product plus any transportation charges paid by Customer. Customer’s remedies with respect to any product furnished by INX hereunder that is found not to be in conformity with this contract because of breach of express or implied warranty or negligence shall be limited exclusively to the right of replacement thereof or to the repayment of the purchase price, as above provided. IN NO EVENT SHALL INX BE LIABLE FOR CLAIMS (BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY OR NEGLIGENCE) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, FORESEEABLE, CONSEQUENTIAL OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE, SALE OR FABRICATION OF PRODUCTS WHICH DO OR DO NOT CONFORM TO THE TERMS AND CONDITIONS OF THIS CONTRACT.