1.
General
1.1
In these General Conditions of Sale and
Shipment (the "Conditions"), the
term "Microport" means
Microport Inc.; "Buyer"
means any person or entity purchasing a
product from Microport; "Contract"
means any agreement to the effect that Buyer
shall purchase products from Microport;
"Product(s)" means any
hardware (including firmware) and software
sold or licensed by Microport.
1.2
These Conditions shall govern any sale and
shipment and any offer made by Microport.
Terms deviating from these Conditions shall
not be valid unless Microport has confirmed
them expressly in writing.
1.3
A Contract is deemed concluded only after
Microport has confirmed the order in writing
or upon carrying out the order. Unless
Microport has given its prior acceptance in
writing, Products are not returnable (unless
being faulty) nor may a Contract be
cancelled. If the period of
validity of an offer made by Microport has
not been explicitly set, its validity is
limited to ten (10) days from the date of
issue.
2.
Price and payment
2.1
Prices for the Products will be set out in
the offer or the price list valid on the day
the Contract was concluded. Prices include
packaging and package for the Products.
Prices for the Products do not include any
customs, duties, value-added tax, income tax
or any other assessment levied by
authorities in the Buyer’s country. Any
such amounts levied, whether withheld at
source or otherwise, will be added to the
price for the Products and shall be paid by,
or for the account of, the Buyer.
2.2
Microport shall be entitled to invoice upon
shipment. Payment terms are thirty (30) days
from the last of the date of the receipt of
the invoice or before the date of the
shipment of the invoiced Products.
2.3
After a Contract has been concluded and up
until the shipment of the Products,
Microport may, at its sole discretion,
cancel any credit granted to the Buyer and
request pre-payment or any other appropriate
security arrangements prior to shipping the
Products.
2.4
Title to the Products shall remain with
Microport and shall not pass to the Buyer
until payment in full has been received by
Microport. Even though the Products have
been shipped to the Buyer, Microport may
terminate a Contract, with immediate effect,
and recover the Products should a default in
payment occurs.
3.
Shipment
The
Products will be shipped on the agreed
shipping date. Should Microport discovers
that the shipment date set out in a Contract
can not be met, Microport shall immediately
notify the Buyer in writing, stating the
cause for the delay and its best estimate of
when the shipment can be made. If
a delay occurs due to any action or omission
by the Buyer, the shipment date will be
moved forward as considered reasonable in
view of all circumstances at hand.
4.
Liability for faulty Products
4.1
In case of shipment of faulty Products,
Microport undertakes, during a period of six
(6) months from the shipment of the
Products, to repair or replace any Product
found to be faulty. However, should software
included in the Products not be feasible to
repair or replace Microport may, at its sole
option, decide that the Products shall be
returned – instead of being repaired or
replaced – and the price for the Products
will be refunded. Any repair or replacement
shall be made at Microport’s option and
cost and with reasonable expedience.
Products returned or otherwise rejected
shall be sent back to Microport at
Microport’s expense and risk. All Products
returned or rejected shall be accompanied by
a report issued by the Buyer, stating the
reason for the return and/or rejection. This
liability does not cover faults caused by
the Buyer’s or a third party’s incorrect
handling of the Product.
4.2
The remedies for shipment of faulty Products
set out herein shall be the full and
exclusive remedy available to the Buyer. All
other claims against Microport based on the
shipment of faulty Products shall be
excluded
5.
Other terms and conditions
5.1
All intellectual property rights in the
Products are and shall remain the exclusive
property of their Original Manufacturer or
their licensors, as applicable. In case any
software should form an integral part of a
Product or otherwise be included in
shipments from Microport, such software
shall always be deemed to be provided to the
Buyer pursuant to a non-exclusive license
agreement, for the sole purpose of enabling
the Products to perform in accordance with
its specifications.
5.2
In no event shall Microport or the Buyer be
liable for indirect or consequential
damages. Microport has no liability for the
result of Buyer’s use of Products in
conjunction with hardware and software not
provided by Microport.
5.3
Certain Products shall be used together with
software and hardware not provided by
Microport. Microport’s information
concerning such Products’ capability,
capacity and performance shall not
constitute a commitment or guarantee of any
kind when such results are dependant upon
software and hardware not provided by
Microport.
5.4
Circumstances
that may be designated as force majeure
shall be considered as grounds for relief
from a Contract, provided that the
circumstance at hand could not have been
foreseen when the Contract was made, that it
was not caused by the party seeking relief
and that it impedes the performance of a
party according to the Contract and
fulfilment of the performance in question
therefore would be unreasonably onerous.
5.5
Any Contract shall be governed and construed
by Taiwan Government law. Any dispute,
controversy or claim in connection with a
Contract shall be finally settled by
arbitration, in accordance with the Rules of
the Arbitration Council of the Taiwan
Government.
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