STANDARD TERMS and CONDITIONS
SAUVRE INTERNATIONAL, LTD. ("SAUVRE") and the party executing this Agreement below (“Customer”) agree that the standard terms and conditions contained herein shall govern all purchase orders submitted by Customer and accepted by SAUVRE and shall supersede any and all other terms and conditions (including those contained in Customer’s purchase order or purchase order acknowledgment) unless mutually agreed upon in writing.
1. PAYMENT TERMS AND CONDITIONS
1.1 Prices. Prices for Products are those set out in SAUVRE's current Price List, less the applicable discount, if offered.
1.2 Changes. SAUVRE may modify the Price List at any time, including changes to the Products or their corresponding list prices.
1.3 Delivery. Delivery shall be as mutually agreed upon between the parties and indicated on the face of the purchase order. If no term is indicated on the face of the purchase order, the delivery term shall be EXWORK origin (Incoterms 2000)SAUVRE’s designated location.
1.4 Payment. Except as may be specifically authorized in writing by SAUVRE, and subject to SAUVRE’s continuing approval of Customer’s credit status and financial condition, Customer will pay SAUVRE for all Products ordered by Customer as T/T IN ADVANCE. SAUVRE, in its sole discretion, reserves the right to specify, and to change from time to time, Customer’s credit line and payment terms. All payments are to be made in U.S. dollars. If at any time Customer is delinquent in the payment of any invoice, exceed the credit line established by SAUVRE, or are otherwise in breach of the Purchase Order, SAUVRE may, in its discretion, withhold shipment (including partial shipments) of any order or may require Customer to pay cash in advance for further shipments. Payment not received by SAUVRE when due may be subject to an order cancellation then pre-payments will not be refund.
1.5 Title, risk of loss. Title to hardware and risk of loss of all Products passes from SAUVRE to Customer upon the Products being made available to a common carrier or Customer’s designee at the Products’ point of manufacture or Distribution.
2.1 When delivering any Software to an end-user, Customer shall provide the end-user with a copy of the End User License that accompanies the Software when shipped by SAUVRE, which shall govern the use of the Software by the end-user. In all jurisdictions where the End-User License must be in writing signed by the end-user in order to be effective, the Software may not be distributed unless the recipient signs a written license Purchase Order which is no less restrictive than the End User License.
2.2 The Software and documentation are protected under copyright and trade secret laws and contain proprietary information of SAUVRE and its licensors. Customer may not, nor authorize Customer’s customers to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way, except when Products are located within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event Customer agree to notify, or Customer’s customers to notify SAUVRE of any such intended examination of the Software and Customer or Customer’s customer may procure support and assistance from SAUVRE. Customer agrees not to translate, nor to authorize any third party to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of SAUVRE.
2.3 Customer shall abide by the terms of any proprietary notices or markings, and shall use the documentation and the Software only for purposes contemplated by this Purchase Order, and shall not disclose to others or reproduce the Software, unless specifically authorized by SAUVRE, and shall be liable for all loss or damage to SAUVRE from any failure to so abide or from any unauthorized disclosure of the documentation or Software to any other party. SAUVRE retains all title and ownership of the Software and Documentation, including any revisions.
3. INDEMNIFICATION; LIMITATION OF LIABILITY
3.1 SAUVRE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECTOR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM USE OR MALFUNCTION OF THE PRODUCTS, LOSS OF PROFITS OR REVENUES OR COSTS OF REPLACEMENT GOODS,EVEN IF SAUVRE IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
3.2 Except as specifically provided for in this Purchase Order acknowledgment or as required by law, in no event will SAUVRE's liability in connection with the Products or this Purchase Order exceed the amounts actually paid to SAUVRE for the Products giving rise to such liability during the past one month. These limitations apply to all causes of action in the aggregate.
3.3 No action may be brought or arbitration demanded at any time more than one month after the facts occurred giving rise to the cause of the action.
4.1 Force Majeure. Neither party shall be liable for delays or failure to meet its obligations hereunder due to causes beyond the party's reasonable control, provided the nonperforming party promptly notifies the other party of the nonperformance and takes all reasonable steps to recommence performance promptly.
4.2 Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the country that SAUVRE located. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods are specifically excluded from application of this Purchase Order.