2.1 All contracts and transactions between the Supplier and the Buyer, whether verbal or in writing are, unless otherwise agreed in writing by the Supplier, subject to these Conditions which are deemed to be incorporated in each contract be between the Supplier and the Buyer (the Agreement). These Conditions, any quotation in writing given by the Supplier and any purchase order accepted by the Supplier shale constitute the whole agreement between the Supplier and the Buyer.
2.2 In case of any conflict between the terms of these Conditions and the terms of an accepted purchase order placed on any kind of non-binding offer or placed without Suppliers offer, the terms of these Conditions shall prevail. In case of any conflict between the terms of these Conditions and the terms of a quotation in writing given by the Supplier or the terms of written contract signed by the Supplier, the terms of such quotation or contract shall prevail.
2.3 Each purchase order submitted by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions. A binding contract for purchase of Goods shall not come into existence between the Supplier and the Buyer unless and until the Supplier issues a written acknowledgement of the purchase order to the Buyer or the Supplier delivers ordered Goods to the Buyer (whichever occurs earlier).
2.4 Any quotation given by the Supplier shall be deemed to be withdrawn unless the Buyer submits a purchase order on the basis of that quotation within 30 days from the date on which it is given unless a different period for submission of purchase order by the Buyer is specifically defined on the quotation.
2.5 Any representations concerning Goods made by the Supplier’s employees or agents are not to be relied upon by the Buyer unless confirmed in writing by the Supplier. The Buyer acknowledges that he doesn’t rely on any such representation which is not so confirmed.
2.6 The Buyer acknowledges that when placing the purchase order he was familiar with all the characteristics of the Goods and hereby waives any claims arising from it and accepts the Goods as they are.
3.1 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier, and unless otherwise agreed in writing by the Supplier, all the prices are given by the Supplier for delivery of material or digital goods on an ex works basis (EXW) in accordance to Incoterms 2010. The Buyer agrees that he shall be liable to pay the Supplier’s charges for transport, packaging and insurance for transport.
3.2 Any dates specified by the Supplier for delivery of Goods are intended to be an estimate and time of delivery shall not be of the essence, unless otherwise explicitly agreed in writing by the Supplier. If no dates are specified, the Supplier shall endeavor to make the Goods ready for delivery within a reasonable time.
3.3 Subject to the other provisions of these Conditions the Supplier will not be liable for any direct, indirect or consequential loss or any loss of profits, loss of business, depletion of goodwill and like loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor will any delay entitle the Buyer to terminate or rescind the Agreement.
3.4 If the Buyer cancels any purchase order in whole or in part, within 30 days of any delivery date confirmed by the Supplier, he will be liable to pay the Supplier a cancelation charge. If the purchase order is only for Hardware the cancelation charge is 70 % of the value of the cancelled portion of the purchase order. If the purchase order is for Hardware and Software the cancelation charge is 60 % of the value of the cancelled portion of the purchase order. If the purchase order is only for Software the cancelation charge is 40 % of the value of the cancelled portion of the purchase order. If the Buyer cancels any purchase order within 10 days of any delivery date, he will be liable to pay the whole value of the canceled portion of the purchase order.
3.5 The quantity of any consignment of Goods as recorded by the Supplier upon dispatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery, unless the Buyer can provide conclusive evidence proving the contrary.
3.6 The Supplier shall not be liable for any delays delivering Goods unless written notice is given by the Buyer to the Supplier within 15 days after the agreed date of delivery. In such case the Supplier is liable to pay the Buyer 0,1 % of the purchase order value per day of delay starting from the day the notice was received and limited to maximum of 7% of the purchase order value. The Supplier shall not be liable to pay for delayed delivery if it is caused by any acts or omissions of the Buyer.
3.7 Any liability of the Supplier for non-delivery of the Goods shall be limited to delivering non-delivered Goods or to issuing a credit note for the value of non-delivered goods against any invoice raised from such Goods.
3.8 In case of Goods to be delivered otherwise than at the Supplier’s place of business, at the time of delivery, the risk of damages to or loss of the Goods shall pass to the Buyer. In this case the delivery is deemed to have been made when the Goods are delivered to the Buyer, regardless of his confirmation unless the Customer proves otherwise.
4.1 The price for the Goods shall be the price set out in the Supplier’s current price list or as detailed in any quotation by the Supplier.
4.2 The price for the Goods shall be exclusive of all Value Added Tax and all costs, all charges in relation to loading, unloading, carriage, insurance, duties, public dues, storage, freight or import duties all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
4.3 The Supplier reserves the right, by giving notice to the Buyer, at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Supplier, which is due to any factor beyond the Supplier’s control, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.
4.4 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing by the Supplier, the Goods shall be paid up front. In case the Supplier agrees, a part of the payment may be made after the delivery. This part of the payment is due 30 days after the Timely limited production license is activated and no later than 4 months after the delivery, except in case of hardware purchase when the remaining part of payment is due 30 days after the delivery.
4.5 The title to the Goods shall not pass to the Buyer until the Supplier has received in full all sums due, unless otherwise agreed in writing by the Supplier.
4.6 No payments shall be deemed to have been received until the Supplier has received cleared funds.
4.7 All payments payable to the Supplier under the Agreement shall become due immediately upon termination of the Agreement despite any other provision.
4.8 If the Buyer fails to pay the Supplier any sum due pursuant to the Agreement the Supplier will be entitled to:
4.9 If the Buyer fails to pay the Supplier any sum for license granted for Software due pursuant to the Agreement the license is terminated immediately and the Supplier will be entitled to:
4.10 If the Buyer fails to pay the Supplier any sum for Content due pursuant to the Agreement the right to use Content is terminated immediately and the Supplier will be entitled to:
The Supplier grants to the Customer a non-exclusive and non-transferable license for the Suppliers Software or third party Software provided by Supplier.
5.1 The license given to the Customer shall not include a right to grant sub-licenses.
5.2 No warranty is given or liability accepted by the Supplier in relation to the Software of or Content and documentation describing such Software or Content under these Conditions, or the use to which it may be put by the Buyer including, without limitation, any conditions of merchantability or fitness for a particular purpose and all warranties implied by law are hereby excluded to the extent that it is lawful to do so. All warranties and liability is excluded if the Buyer works around any technical limitations in the Software or Content, reverse engineers, decompiles or disassembles the Software or Content, makes copies of the Software or Content, publishes the Software or Content for others to copy, uses the Software or Content in any way that is against the law or sells, rents, leases or lends the Software or Content.
6.1 The Supplier grants the Distributor a non-exclusive right to distribute Hardware, Software, Content and Services in the Territory. Distributor shall have the right to choose and contact at its own discretion the possible Customers. Distributor shall be bound by and comply with any and all subsequent written notices by Supplier limiting the type, location or properties of possible Customers.
6.2 The Distributor shall:
6.3 Distributor shall sell Goods and Services in compliance with Supplier's current price list and to only offer and grant Customers such discounts and other benefits as provided in Distributor’s partner agreement with the Supplier.
6.4 Distributor shall sale Goods under Supplier’s trademarks and trade names only, and Supplier shall retain all proprietary rights in and to the same, unless expressly stated otherwise.
6.5 The Distributor is not allowed to cover, mask or change in any way the Supplier’s trademark on the Goods, he is distributing, otherwise he is liable for any damages, direct or indirect, including the loss of profits.
6.6 Distributor shall provide maintenance and support services according to the provisions of these Conditions or any written notice given by the Supplier. The Distributor may charge these services to the Customer in compliance with Supplier’s current price list, unless different prices are defined in Distributor’s partner agreement with the Supplier.
6.7 Upon the Distributor's sale, offer or marketing of Goods and Services no legal or any other type of relationship between the Supplier and Distributor’s Customer shall occur.
6.8 Any claims, demands and notices in relation to the Goods and Services made by Customers from the Territory shall be dealt with by the Distributor. The Supplier shall assist Distributor with advice and information, yet the Supplier undertakes no obligation or warranty thereto, unless otherwise agreed in writing by the Supplier.
6.9 Distributor undertakes full responsibility for its acts and omissions and those of its Sub-Distributors to be in accordance with the legislation of the Territory. Supplier shall indemnify, hold harmless and defend Distributor against any claim or action brought against the Distributor in Territory or by any resident of the Territory or legal entity incorporated in the Territory to the extent that such action derives from or is related to the Goods.
6.10 Distributor shall, before undertaking any activity in any market other than the Territory, fully inform the Supplier of the planned activity and all the relevant circumstances thereof. The Supplier shall have the right to forbid such activity without stating the reasons.
6.11 The Supplier claims and warrants the Distributor as it is stated in provisions of this Conditions and in provisions of Distributor's partner agreement, otherwise he expressly disclaims any warranties towards the Distributor concerning the Goods, Services and documentation, including any warranties of merchantability and/or fitness for any particular purpose, and warranties of performance, and any warranty that might otherwise arise from course of dealing or usage of the Goods.
6.12 The Supplier is liable and warrants only for what is defined in provisions of this Conditions and in provisions of Distributor’s partner agreement and shall under no circumstances be liable to the Distributor for any damages, direct or indirect, including the loss of profits, interruption of business, or related expenses which may arise from use of Goods or documentation, including but not limited to those resulting from defects in Goods and/or documentation, or loss or inaccuracy of data of any kind.
7.1 Maintenance and technical support services are provided by the Supplier and the Distributor.
7.2 The Customer acknowledges that 1st Level Support, meaning direct support to the User, is not provided by the Supplier, unless explicitly agreed upon by the Supplier in writing.
7.3 When the Customer enters into a contract or transaction with the Distributor, the Distributor shall provide 2nd Level Support (meaning support to the Customer and not to the User). If 2nd Level Support according the instructions provided by the Supplier is not successful, the Distributor may contact the Supplier and ask for support (3rd Level Support). Even in case of 3rd Level Support, the Distributor shall be solely responsible for all and any communication with the Customer.
7.4 If the Customer enters into a contract or transaction directly with the Supplier, the Supplier shall provide Customer 2nd Level Support.
7.5 Supplier’s 3rd Level Support is charged to the Distributor annually, for one year in advance by the price set out in the Supplier’s current price list or as detailed in any quotation by the Supplier. In case of 2nd Level Support in Clause 7.4, the support is charged to Customer. Maintenance and support services, which are charged at the time of Nevron IPTV System and purchase, expire 12 months after the date of Permanent production license activation.
7.6 Maintenance and support services are each year prolonged without notice unless the Buyer gives written notice to the Provider at least 30 days prior the maintenance and support renewal date,
8.1 The license given to the Buyer does not include any content management services, revisions, additions or redesigns not specified in the Agreement. They shall be considered additional and will require a separate agreement and payment.
8.2 Any Supplier intervention related to Goods or any system component operating in conjunction with the Goods malfunctions and other related technical issues, not caused by the Supplier’s Software, shall be charged separately.
8.3 Additional services shall be charged to the Buyer by the prices set out in Supplier’s current price list or as detailed in quotation by the Supplier.
9.1 The Buyer guarantees the Supplier that any elements of text, graphics, photos, designs, trademark or other artwork (content) if furnished to the Supplier for inclusion in Software components of the Goods are owned by the Buyer, or that the Buyer has permission from the rightful owner to use each of these elements. The Buyer shall protect and defend the Supplier, its Distributors and Sub-Distributors from any claim or suit arising from the use of such elements provided by the Buyer.
9.2 All graphics and content provided by the Buyer remain the property of the Buyer, but the custom coding, programming, and graphics containing such content is and will be copyrighted to the Supplier and may not be distributed, modified or re-licensed without the express written consent of the Supplier.
10.1 When the Supplier is not the manufacturer of the Goods, the Supplier will use reasonable endeavors to transfer to the Buyer the benefit of any warranty or guarantee given to the Supplier.
10.2 The Supplier warrants that Hardware except the one defined in 10.1. is as it was at the time of delivery and shall be the same for a period of 15 months and Software for a period of 90 days. All other warranties and conditions whether expressed or implied as to quality, condition, description, compliance with sample whether statutory or otherwise other than those expressly set out in these Conditions are excluded from the Agreement to the fullest extent permitted by the law.
10.3 The Supplier shall repair or replace the eventual improper working Software during the limited warranty period at no charge in a professional and timely manner.
10.4 If the Supplier provides supplements, updates, or replacement software during the duration of the maintenance and support services, they will be supported up to 36 months since they were delivered. After the limited warranty period the Supplier charges his services according with the Supplier’s current price list.
10.5 The Supplier gives no warranty for the consumable parts (for example: batteries, remote controls, cables, etc.).
11.1 The Supplier shall under no circumstances be liable to the Buyer for breach of the warranty in Clause 10.2. and in any other case for:
11.2 The Supplier furthermore shall not be liable for breach of the warranty in Clause 10.2. if the liability arises as a result of:
11.3 Under no circumstances shall the Supplier be liable for any direct (except in the limited warranty period), indirect, incidental, special or consequential damages that result from the use of or inability to use Suppliers Goods; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to communication failure, theft, destruction or unauthorized access to the Suppliers records, Goods or Services. If the Customer proves the Suppliers intent or gross negligence which results in Customers damage, the Supplier is liable for damage, but limited to 50% of the value of the purchase order for which the damage is claimed.
11.4 The Customer acknowledges that Software or any other system provided by the Supplier is not built in a way that prevents abuses, so it is Customers sole responsibility to prevent potential abuses.
11.5 The Buyer maintains sole responsibility for its business data implemented in Software. The Buyer hereby acknowledges that this paragraph shall apply to all data and content used by the Suppliers Software.
11.6 Under no circumstances shall the Supplier be liable for any content or Software requested or used by Users (for example XXX content etc.).
12.1 The Buyer acknowledges that all the rights, title and interest in and to all Intellectual Property Rights of Goods supplied by the Supplier or third party or related materials including shall remain the property of and vested in the Supplier or third party. The Buyer further acknowledges that the Supplier or third party shall remain beneficial owner of the items.
12.2 The Buyer agrees to promptly and fully notify the Supplier of:
13.1 The Buyer shall at all times hold the Confidential Information secret and confidential on behalf of and for the exclusive benefit of the Supplier.
13.2 The Buyer shall not use, copy or divulge the Confidential Information to any third party except with express written consent of the Supplier, such consent not to be unreasonably withheld or delayed where the Buyer requires to divulge Confidential Information to a third party for the purpose of performing its obligations under the Agreement. Any such permitted disclosures shall in no way affect the ownership of such Confidential Information.
13.3 The Buyer shall protect the Confidential Information with the same standard of care and procedures used to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.
13.4 The Buyer shall on termination of the Agreement for any reason whatsoever immediately cease use of all materials and media relating to the Confidential Information including all copies of all relevant documents whether in paper or electronic from in the possession of the Buyer and shall in addition, if so requested by the Supplier, disclose to and inform the Supplier to the fullest extent of all Confidential Information of any description known to it in any way relating to or in connection with such matters and their current state and future proposals or development to enable the same to be continued or developed to their fullest extent.
13.5 The Supplier shall have the right, without any limitatin, to list as its reference any of the projects carried out by the Distributor or/and the Customer, whereby the Goods have been used in such project.
13.6 The Supplier shall have the right to assemble process and use User usage habits for sole purpose of further development of Goods. The Buyer acknowledges and agrees with the stated use of his User’s usage habits. The Supplier shall under no circumstances use the assembled user data in a way that would personalize it the way User can be identified.
13.7 The provisions of this article shall remain in force even after the expiration of validity of the Agreement.
14.1 The Supplier reserves the right to defer date of delivery or to terminate the Agreement or reduce the volume of the Goods ordered by the Buyer without liability, if it is prevented from or delayed in the carrying out on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or natural emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
14.2 If either the Supplier or the Buyer is materially prevented or delayed in the performance of any of its obligations under the Agreement by force majeure he shall immediately serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure, the date on which such event of force majeure commenced and the effect of such event on the affected party's ability to perform its obligations under the Agreement.
14.3 The affected party shall subject to service of such notice and the provisions of Clause 14.2 have no liability in respect of the performance of such of the affected party’s obligations as are prevented by the force majeure events during the continuance of such events and for such time after they cease as is necessary for the affected party using all reasonable endeavors to recommence the affected party’s affected operations in order for the affected party to perform its obligations under the Agreement. The other party shall have no liability in respect of the performance of any obligations that correspond or relate to the obligations of the affected party that are prevented by the force majeure events.
15.1 Without prejudice to its other rights, either party may be giving written notice to the other elect to terminate the Agreement forthwith or, in case of the Supplier to suspend the delivery of the Goods, on the occurrence of any one of the following events:
i. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors or enters into liquidation, except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relation to the insolvency of the Buyer or shall suffer any analogous event under any jurisdiction to which it is subject;
ii. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his property or obtained against him, or fails to observe/perform any of his obligations under the Agreement or any other contract between the Supplier and the Buyer, or is unable to pay its debts due or the Buyer ceases to trade or
iii. the Buyer encumbers or in any way changes any of the Goods.
16.1 The failure of either party at any time to enforce any provisions of the Agreement shall in no way affect either parties rights to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself.
16.2 If any provision of the Agreement is declared to be void or unenforceable by the judicial or administrative authority in any jurisdiction in which the Agreement is effective, such provision will be deemed to be severable and the parties shall each use their reasonable endeavors in good faith to modify the Agreement so that the intent of the Agreement can be legally carried out.
17.1 Any notice given under the Agreement shall be in writing and may be served by:
18.1 The Buyer acknowledges that he is solely responsible for complying with laws, taxes, and tariffs, and will hold harmless, protect, and defend the Supplier from any claim, suit, penalty, tax, or tariff arising from the Buyer’s use of Supplier’s Goods and Services.
18.2 The agreement shall be governed by and construed in accordance with the Law of Republic of Slovenia, the parties to the Agreement submit to the exclusive jurisdiction of a competent court in Ljubljana, the Republic of Slovenia.