INTEREL Terms & Conditions (US) 2021/04/22

THE FOLLOWING TERMS AND CONDITIONS APPLY WITHOUT EXCEPTION TO ALL SALES OF GOODS AND SERVICES BY INTEREL US INC. (“INTEREL”). THESE TERMS AND CONDITIONS, TOGETHER WITH THE APPLICABLE WORK SCOPE DOCUMENTS FORM THE “AGREEMENT.”

1) ACCEPTANCE

(a) Products: Products are presumed accepted unless INTEREL receives written notice of rejection from Partner explaining the basis for rejection within five (5) working days after delivery. Partner must disposition reject Product in accordance with INTEREL’s written instructions. INTEREL will have a reasonable opportunity to replace rejected Products, at its option. Subject to the terms of the article titled “Taxes”, INTEREL assumes shipping costs in an amount not to exceed actual reasonable direct freight charges to INTEREL's designated facility for the return of properly rejected Products. Partner will provide copies of freight invoices to INTEREL upon request.

The Party initiating shipment will bear the risk of loss or damage to Products in transit. If INTEREL reasonably determines that the rejection was improper, Partner will be responsible for all expenses caused by the improper rejection.

(b) Services: Partner will inspect Services performed by INTEREL within five (5) calendar days after delivery or completion of Services, as applicable. Services will be deemed accepted unless INTEREL receives written notice of rejection explaining the basis for rejection within such time. INTEREL will be afforded a reasonable opportunity to correct or re-perform rejected Services, which shall be Partner’s sole and exclusive remedy for unaccepted Services by Partner. Partner further agrees that partial or beneficial use of the work by Partner prior to final inspection and acceptance will constitute acceptance of the work under this Agreement. If INTEREL reasonably determines that rejection was improper, Partner will be responsible for all expenses caused by the improper rejection.

2) PURCHASE ORDERS  

Orders are non-cancelable, including any revised and follow-on Orders, and will be governed by the terms of this Agreement. Orders will specify: (a) Order number, (b) INTEREL's Product part number or quotation number as applicable; (c) requested delivery dates; (d) applicable price/s; (e) quantity; (f) location to which the Product is to be shipped; and (g) location to which invoices will be sent for payment. Purchase orders are subject to acceptance by INTEREL. INTEREL's acknowledgment of receipt of an Order will not constitute acceptance. Any Orders provided under this Agreement are for the purpose of identifying the information in (a) through (g), above. UNLESS EXPRESSLY AGREED TO IN WRITING BY INTEREL, ANY TERMS CONFLICTING WITH THE TERMS OF THIS AGREEMENT WILL NOT APPLY AND ANY TERMS AND CONDITIONS ATTACHED OR INCORPORATED IN SUCH ORDERS WILL HAVE NO FORCE OR EFFECT.  

3) PRICES   

Prices for each Product will be determined at the price in effect on the date of INTEREL’s Order acknowledgement, contingent upon the requested delivery date being before the end of the subsequent year. Pricing may not be available if the published lead-time results in a delivery date beyond the subsequent year, in which case Partner will update the Order to reflect applicable year pricing as soon as such pricing becomes available. Prices are stated in US$. INTEREL reserves the right to correct any inaccurate invoices. Without prejudice to any other terms within this Agreement, if there are specific written price and/or escalation terms agreed between Partner and INTEREL, then those specific terms shall prevail in the event of inconsistency with this general “PRICES” article. 

4) PAYMENTS  

Unless Partner has been approved for credit terms by INTEREL, the advance payment to be made at the time of order placement.  INTEREL will determine in its sole discretion if Partner qualifies for credit terms. If credit terms are granted, INTEREL may change Partner’s credit terms at any time in its sole discretion and may, without notice to Partner, modify or withdraw credit terms for any order, including open orders. Partial shipments will be invoiced as they are shipped. INTEREL is not required to provide a hard copy of the invoice. Payments must be made in US$ unless agreed otherwise in writing and must be accompanied by remittance detail containing at a minimum the Partner’s order number, INTEREL’s invoice number and amount paid per invoice; Partner agrees to pay a service fee in the amount of $500 for each occurrence for its failure to include the remittance detail and minimum information described above. Payments must be in accordance with the “Remit To” field on each invoice. If Partner makes any unapplied payment and fails to reply to INTEREL’s request for instruction on allocation within seven (7) calendar days, INTEREL may set off such unapplied cash amount against any Partner past-due invoice(s) at its sole discretion. An unapplied payment shall mean payment(s) received from Partner without adequate remittance detail to determine what invoice the payment(s) shall be applied to. Disputes as to invoices must be accompanied by detailed supporting information and are deemed waived 15 (fifteen) calendar days following the invoice date.  INTEREL reserves the right to correct any inaccurate invoices. Any corrected invoice must be paid by the original invoice payment due date or the issuance date of the corrected invoice, whichever is later. 

5) TAXES 

 INTEREL’s pricing excludes all taxes (including but not limited to, sales, use, excise, value-added, and other similar taxes), tariffs and duties (including but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). Partner will pay all Taxes resulting from this Agreement or INTEREL’s performance under this Agreement, whether imposed, levied, collected, withheld, or assessed now or later. If INTEREL is required to impose, levy, collect, withhold or assess any Taxes on any transaction under this Agreement, then in addition to the purchase price, INTEREL will invoice Partner for such Taxes unless at the time of order placement, Partner furnishes INTEREL with an exemption certificate or other documentation sufficient to verify exemption from the Taxes. In no event will INTEREL be liable for Taxes paid or payable by Partner. This clause will survive expiration or any termination of this Agreement.

6) CHANGES 

 INTEREL may, without notice to Partner, incorporate changes to Products that do not alter form, fit, or function. INTEREL may, at its sole discretion, also make such changes to Products previously delivered to Partner. Partner may request changes to the scope of this Agreement subject to written acceptance by INTEREL. INTEREL will inform Partner if the change causes a price modification or a schedule adjustment. The change will be effective, and INTEREL may begin performance upon the Parties’ authorized signatures of the change order. 

7) SETOFF

 Partner will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from INTEREL, its parents, affiliates, subsidiaries or other divisions or units. 

8) DELIVERY

Delivery Terms are FCA Dubai. Partner is responsible for all duties, taxes, and any other charges . INTEREL will schedule delivery in accordance with its standard lead time unless the Order states a later delivery date or INTEREL otherwise agrees in writing. If INTEREL prepays charges for transportation or any special routing, packing, labelling, handling, or insurance requested by Partner, Partner will reimburse INTEREL upon receipt of an invoice for those charges.  Collection of material shall take place upon date of material availability as notified by INTEREL . A delay of more than 2 weeks from the date of notification of material availability entitles INTEREL to seek compensation in the amount of 0.5% per week on the value of the shipment kept in storage.

Title will pass to Partner upon delivery in accordance with the delivery terms set forth above.

9) SUBCONTRACTORS

INTEREL has the right to subcontract its obligations under this Agreement. Use of a subcontractor will not release INTEREL from liability under this Agreement for performance of the subcontracted obligations. 

10) Hazardous substances, mold and unsafe working conditions to the fullest extent allowed by law, Partner will indemnify and hold INTEREL harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants’ and attorneys’ fees, damages for bodily injury and property damage, fines, penalties, cleanup costs and costs associated with delay or work stoppage, that in any way results from or arises from the existence of mold or a hazardous substance at a site. This indemnification will survive termination of this Agreement for whatever reason.  

11) INTELLECTUAL PROPERTY INCLUDING PATENTS AND DATA OWNERSHIP

(a) INTEREL provides Product that bears our trademarks and/or trade names. No license is granted for any use of our trademarks and/ or trade names without our prior written permission. Partner will not make use of any name, trade name or trademark of INTEREL, including the “INTEREL” name, in any manner whatsoever. Partner agrees not to remove or alter any indicia of manufacturing origin contained on or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast or machined components. The contractual relationship between INTEREL and Partner only allows the Partner the right to use the Products, and no rights to either modify or reproduce. Partner will immediately cease any/all use of any name, trade name or trademark of INTEREL upon notification by INTEREL.

 (b) Unless otherwise specified in separate written agreement between the Parties, INTEREL retains ownership of all designs and specifications associated with the goods and any customizations of such goods, and INTEREL is not restricted in the use or sale of such goods or any customizations. In order to perform the Services, INTEREL requires access to data about the Partner, the Partner premises, systems, and the operations within such premises and other data related thereto. Partner understands and agrees that INTEREL may collect, use, modify, copy, and analyze this data to, among other things: provide the Services; provide feedback to Partner about building and energy usage and trends; improve and develop products and services, aggregate general statistics and develop reports; perform analysis on all collected information; and develop anonymized and aggregated reports and analyses about the foregoing for current and future uses by INTEREL. All algorithms, insights, information, and inventions derived from this data will be owned by INTEREL and considered INTEREL intellectual property. Partner agrees to the foregoing on behalf of itself and any other building owners, managers, users, guests, occupants, or tenants. These provisions supersede any confidentiality agreements between the Parties. 

12) LIMITATION OF LIABILITY

In no event will INTEREL be liable for any incidental consequential, special, punitive, statutory, or indirect damages, loss of profits, revenues, or use, or the loss or corruption of data, even if informed of the possibility of these damages and notwithstanding the failure of the essential purpose of any limited remedy. The aggregate liability of INTEREL for any claims arising out of or related to this Agreement is limited to direct damages not to exceed the amount of the purchase price paid for the specific product giving rise to the claim. To the extent permitted by applicable law, these limitations and exclusions will apply regardless of whether liability arises from breach of contract, indemnity, warranty, tort, operation of law, or otherwise.

13) EXCUSABLE DELAYS

INTEREL will not be liable for any failure to deliver, or delay in the delivery of, any goods or services due to any cause beyond its reasonable control, including but not limited to: (i) fires, earthquakes, tornadoes, tropical storms, floods, severe weather conditions or any other acts of God; (ii) epidemics, pandemics, quarantines, or other regional medical crises; (iii) acts of civil or military authority, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property); (iv) sabotage, labor disputes; (v) delays or refusals to grant an export license or the suspension or revocation thereof and any other acts of government that would limit INTEREL’s ability to perform hereunder; (vi) shortages or inability to obtain materials, components, energy, manufacturing facilities or transportation and (vii) delays caused by Partner. In the event of any such delay, the date of delivery or performance hereunder will be extended by a period equal to the time lost by reason of such delay or for any other period as the Parties may agree in writing. In the event INTEREL’s production is curtailed for any of the above reasons, INTEREL may allocate its production among its various Partners. Such allocation will be made in a commercially fair and reasonable manner. If the force majeure event continues for longer than 90 days, either Party may terminate Partner’s purchase order by providing written notice to the other Party and Partner will pay INTEREL for goods delivered and work performed prior to termination and all reasonable expenses incurred by INTEREL as a result of such termination. 

14) SOFTWARE LICENSE

 "Licensed Software” means software, including all related updates, changes, revisions and documentation, if any, that Partner is entitled to use under the terms of this Agreement, and which is not subject to a separate software license between the Parties. License. Subject to Partner’s compliance with the terms of this Agreement, INTEREL grants to Partner and Partner accepts a nontransferable, nonexclusive license, without the right to sublicense, to use the Licensed Software in the ordinary and normal operation of the Product on which it is installed or with which it is intended to be used under this license. (a) Ownership. INTEREL (and its licensor(s), if applicable) retains all title to the intellectual property related to all material and Licensed Software provided under this Agreement, all of which are owned by INTEREL, or its licensor(s), are protected by copyright laws, and are to be treated like any other copyrighted material. (b) Transfer of Licensed Software. Partner may transfer its license to use the Licensed Software and all accompanying materials to a third party only in conjunction with Partner’s sale of any INTEREL or Partner product on which the Licensed Software is installed or with which it is used. Partner is to retain no copies. Partner’s transfer of the Licensed Software as authorized herein must be under terms consistent with and no less stringent than the terms set forth in this Agreement. Except as specifically permitted in this Agreement, the Licensed Software may not be sublicensed, transferred or loaned to any other party without INTEREL’s prior express written consent. (c) Copies. Unless specifically authorized by INTEREL in writing, Partner is prohibited from making copies of Licensed Software except for backup purposes. Partner will reproduce and include all INTEREL proprietary and copyright notices and other legends both in and on every copy made. (d) Protecting Integrity. Partner may not directly or indirectly make any effort to deconstruct the Licensed Software, including, but not limited to: translating, decompiling, disassembling, reverse assembling, reverse engineering, creating derivative works or compilations, or performing any other operation to obtain any portion of its contents. Partner will take all reasonable actions necessary to prevent unauthorized access, disclosure or use of the Licensed Software. (e) Refinement. Notwithstanding the warranties provided elsewhere herein, Partner acknowledges that Licensed Software may be product or sensor specific and, as such, may require reasonable adjustment or refinement to suit Partner 's specific requirements. Subject to the receipt of adequate written notice and reasonable aid from Partner, INTEREL will make reasonable, commercial efforts to accomplish reasonable adjustments or refinements for up to 90 calendar days after initial delivery of the Licensed Software. (f) Negation of Other Licenses. Except as expressly granted herein, no license or right, including sublicensing rights, either expressly, implicitly, by estoppel, conduct of the Parties, or otherwise, is granted by INTEREL to Partner. 

15) CONFIDENTIAL INFORMATION

In the absence of an executed Non-Disclosure Agreement between the Parties, the following terms and conditions apply. Partner will treat as confidential all information identified in writing as confidential by INTEREL at the time of disclosure or, if disclosed orally, confirmed in writing by INTEREL as confidential within thirty (30) days of the oral disclosure (“Confidential Information”). Partner will use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement and for no other purpose. Partner will disclose such Confidential Information only to those of its employees reasonably requiring the same and only for the purpose of performing its obligations hereunder and will apprise such employees of their duty to protect such Confidential Information to the same extent that Partner is bound hereunder. Partner will use the same standard of care to protect such Confidential Information which it uses to protect confidential information of its own against unauthorized use or disclosure, which standard of care will be, at a minimum, to use reasonable efforts to protect such Confidential Information. Nothing contained herein will in any way restrict or impair Partner’s right to use, disclose or otherwise deal with any information or data received from INTEREL, directly or indirectly, which: (i) at the time of disclosure is generally available to the public or later becomes generally available to the public through no act of Partner; (ii) was in Partner’s possession as a matter of record and not subject to an obligation of confidentiality before receipt from INTEREL; (iii) is rightfully received by Partner from a third party who had no obligation of confidentiality to INTEREL; (iv) as a matter of record is independently developed by the Partner without the use of Confidential Information ;or (v) is required by court order or otherwise by law to be disclosed, in which event Partner will notify INTEREL prior to any required disclosure, and Partner will, upon the request and at the expense of INTEREL, cooperate with the INTEREL in contesting any such disclosure or obtaining a protective order or other remedy. Upon written request at any time, Partner will return to INTEREL all documentation containing Confidential Information of INTEREL and all copies of the same in Partner’s possession. All Confidential Information of INTEREL will remain the sole and exclusive property of INTEREL. The disclosure of Confidential Information by INTEREL will not be construed as granting to Partner a license to or any rights under patents, patent applications or any other proprietary rights to information or material disclosed. The obligations under this Section will continue for 5 years following the completion or earlier termination of the Work.

16) INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENT

INTEREL will defend Partner  against any suit arising out of any actual or alleged patent or copyright infringement of a valid United States patent or copyright, to the extent based on the Product as delivered by INTEREL, and indemnify for any final judgment assessed against Partner  resulting from such suit provided that Partner  notifies INTEREL in writing promptly after Partner is apprised of the third-party claim, and  Partner  agrees to give sole and complete authority, information and assistance (at INTEREL’s reasonable expense) for the defense and disposition of the claim. INTEREL will not be responsible for any compromise or settlement made without INTEREL’s prior written consent. Because INTEREL has sole control of resolving infringement claims hereunder, in no event will INTEREL be liable for Company’s attorney fees or costs.

17) BREACH

Any one of the following acts by Partner will constitute a breach of Partner’s obligations hereunder: (a) failure to make payment for any goods or services when due; (b) failure to accept conforming goods or services supplied hereunder; (c) the filing of a voluntary or involuntary petition in bankruptcy against Partner, the institution of any proceedings in insolvency or bankruptcy (including reorganization) against Partner, the appointment of a trustee or a receiver of Partner, or an assignment for the benefit of creditors of Partner; (d) any other act by Partner in violation of any of the provisions of the Agreement. In the event that Partner breaches the Agreement in any manner set forth above, INTEREL may, by written notice to Partner, terminate the Agreement, or any part thereof, without any liability whatsoever. Partner will pay all costs, including reasonable attorneys’ fees, incurred by INTEREL in any action brought by INTEREL to collect payments owing or otherwise enforce its rights under the Agreement, as well as for losses sustained for materials, tools, construction equipment and machinery, including but not limited to, reasonable overhead, profit and applicable damages.

18 ) OBSOLESCENCE

For purposes of this Agreement, obsolete means a Products’ status declared by INTEREL, at its sole discretion, based on a Product becoming superseded, discontinued or reduced in manufacture. If INTEREL determines that some or all of the requirements of this Agreement can no longer be satisfied due to an obsolescence issue, INTEREL will promptly notify Partner of the obsolescence. INTEREL will have no liability for Products declared obsolete. 

19) GOVERNMENT CONTRACTS

If the goods furnished under this Agreement are to be used in the performance of a Government contract/subcontract and a Government contract number appears on the applicable purchase order, those clauses of the applicable Government Procurement Regulations which are required by federal statute to be included in Government subcontracts will be incorporated by reference herein. 

20) DATA PRIVACY

For purposes of this Agreement, “Applicable Data Privacy Laws” means applicable data protection, privacy, breach notification, or data security laws or regulations; “Personal Data” is any information that is subject to, or otherwise afforded protection under, Applicable Data Privacy Laws and that relates to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, or as that term (or similar variants) may otherwise be defined in Applicable Data Privacy Laws. Each Party may process Personal Data in the form of business contact details relating to individuals engaged by the other Party or its affiliates (“Staff”) for the purposes of performing each Party's obligations under this Agreement and managing the business relationship between the Parties, including their business communication ("Purposes"). The Parties will process such Personal Data as independent data controllers in accordance with the terms of this Agreement and Applicable Data Privacy Laws. Each Party will comply with the following: (a) ensure the lawfulness of their data collection and the lawfulness of data transfer to the other Party; (b) implement appropriate security measures to protect Personal Data provided by the other Party against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or (remote) access; (c) protect Personal Data provided by the other Party against unlawful processing by its Staff, including unnecessary collection, transfer, or processing, beyond what is strictly necessary for the Purposes; (d) prior to any transfer of Personal Data, impose all obligations on third parties involved, as required by this Agreement and Applicable Data Privacy Laws; and (e) securely delete such Personal Data once it is no longer required for the Purposes. Where applicable, each Party shall be responsible for providing necessary information and notifications required by their Country/State’s applicable Data Privacy Laws to its Staff and to the other Party. Where appropriate and in accordance with Applicable Data Privacy Laws, each Party shall inform its own Staff that they may exercise their rights in respect of the processing of their Personal Data against the other Party by sending a request with proof of identity to the other Party's address set forth in this Agreement or provided otherwise by the other Party in this regard. Where a Party’s Personal Data are transferred to a country that has not been deemed to provide an adequate level of protection for Personal Data by Applicable Data Privacy Laws, the other Party will either enter into or apply legally recognized international data transfer mechanisms, including: (1) Standard Contractual Clauses adopted or approved by the competent supervisory authority or legislator; (2) binding Corporate Rules which provide adequate safeguards; or (3) any other similar program or certification that is recognized as providing an adequate level of protection in accordance with Applicable Data Privacy Laws. 

21) APPLICABLE LAW

The Parties agree that any and all disputes (which cannot be settled amicably) or proceedings which, in any way, arise from this Agreement and all contemplated transactions including but not limited to contract, equity, tort, fraud and statutory claims shall be litigated in the state or federal courts of the State of New York, New York County. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any action, litigation or proceeding only in the state or federal courts of the State of New York, New York County. Each Party agrees that a final judgement in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law.

22) ASSIGNMENT

Neither Party will assign any rights or obligations under this Agreement without the advance written consent of the other Party, which consent will not be unreasonably withheld or delayed except that either Party may assign this Agreement in connection with the sale or transfer of all or substantially all of the assets of the product line or business to which it pertains. Any attempt to assign or delegate in violation of this clause will be void.

23) WAIVER

Failure of either Party to enforce at any time any of the provisions of this Agreement will not be construed to be a continuing waiver of any provisions hereunder. 

24) AMENDMENTS

The Agreement will not be superseded, modified, or amended except upon written agreement by INTEREL. 

25) EXPORT CONTROL/COMPLIANCE WITH LAW

Partner is responsible for compliance with all import and export laws and regulations. Partner will obtain at its sole cost and expense all import, export and re-export approvals and licenses required for goods, transfers, services and technical data delivered and will retain documentation evidencing compliance with those laws and regulations. If Partner designates the freight forwarder for export shipments from the U.S., then Partner’s freight forwarder will export on Partner’s behalf and Partner will be responsible for any failure of Partner’s freight forwarder to comply with all applicable export requirements. INTEREL will provide Company’s designated freight forwarder with required commodity information. Partner is aware that U.S. export law may impose restrictions on Company’s use of the goods, services, or technical data, or on their transfer to third parties. Partner will immediately notify INTEREL and cease distribution activities with regard to the transaction in question if Partner knows or has a reasonable suspicion that the products, technical data, plans, or specifications may be redirected to other countries in violation of export control laws. 

26) RELATIONSHIP OF PARTIES

The Parties acknowledge that they are independent contractors and no other relationship, including partnership, joint venture, employment, franchise, master/ servant or principal/agent is intended by the Agreement. Neither Party will have the right or authority to incur obligations of any kind in the name of or for the account of the other, nor to commit or bind the other to any contract or other obligation. 

27) SEVERABILITY    

If any provision or portion of a provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected. The Parties may agree to replace the stricken provision with a valid and enforceable provision. 

28) ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, communications, or representations, either verbal or written between the Parties hereto. Any oral understandings are expressly excluded. This Agreement may not be changed, altered, supplemented or added to except by the mutual written consent of the Parties’ authorized representatives.

29) NOTICES

Every notice between the Parties relating to the performance or administration of this Agreement will be made in writing and, if to Partner, to Partner’s authorized representative or, if to INTEREL, to INTEREL’s authorized representative. All notices required under this Agreement will be deemed received either: (a) two calendar days after mailing by certified mail, return receipt requested and postage prepaid; (b) one business day after deposit for next day delivery with a commercial overnight carrier provided the carrier obtains a written verification of receipt from the receiving Party; or (c) if sent by e-mail, upon receipt of a non-automated response from the receiving Party confirming receipt of the notice. All non-electronic notices to INTEREL must be addressed as follows: INTEREL US Inc 8020 S Rainbow Boulevard, Las Vegas, Nevada, 89139, USA.

30) WARRANTY

INTEREL warrants that the hardware installed hereunder will be free from defects in material or workmanship for a period of twelve (12) months from the installation date or twelve (12) months after the date of delivery, whichever comes earlier.  INTEREL is free to select any or a combination of the two alternatives. [Replacement units will be warranted for the greater of the remaining and unexpired portion of the original warranty period or 90 days.] All matters relating to Product deficiencies which entitle the Partner to request rectification of those deficiencies shall follow the return of material procedures (“RMA”) of INTEREL. INTEREL shall not be liable in case of the Partner’s non-compliance with the RMA Procedures. The warranty does not cover visual consequences of normal wear and tear, is contingent upon proper use of the hardware and does not cover hardware which has been subjected to abuse or unusual physical or electrical stress, or unapproved mixing of controls. The above warranties are limited warranties and they are the only warranties made by INTEREL. INTEREL does not make nor does the Partner  receive other warranties, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. The express warranties stated above represent all of the liabilities or obligations of INTEREL for damages arising out of or in connection with the use or performance of the hardware or the software. Material that is returned to INTEREL but does not fall under the warranty terms as defined  above shall be replaced by INTEREL, with the costs of such replacement and shipping to be the responsibility of the Partner.

 INTEREL shall not be liable for any sort of indirect damages or loss of revenue as a result of the default of the Products, with the exception of evidenced direct costs provided the Partner has informed INTEREL of the existence or the likely existence of a default in sufficient time and manner. INTEREL shall not either be liable for reports indicating false, misleading and/or insufficient information as to the likely default of Products. INTEREL will provide, at the time of the receipt of the Partner’s notice, immediate and reasonable information to the Partner which shall outline procedures in conjunction with the reported defaults. This, in particular, extends but is not limited to INTEREL’s rights to either repair or replace the Products, provided INTEREL’s responsibility is demonstrated. Warranty is invalidated if any and/or all of the following are applicable or likely to apply: abnormal or non-compliant use of the Products, particularly in relation to and under reference of the relevant documentation; use of the Products for purposes other than for which they/it are intended to be sold; defects and any sort of consequences in connection with any cause not attributable to INTEREL; replacement of consumables and/or breakdowns related to accessories as particularly consumables and/or accessories may have been sourced from the sphere of the Partner; defects and any sort of consequences due to the intervention and/or interference of any individual and/or any party other than INTEREL; incorrect and/or improper installations; wrong and/or dysfunctional implementation of design; incorrect and/or dysfunctional system design or system configuration; incorrect and/or dysfunctional design and/or operational requirements; un-approved implementations and/or any other sort of interferences by the Customers, End users or their appointed consultants/parties. The above summary of potential exclusions to warranty is not exhaustive and might include events not listed within this article.

Notwithstanding any of the terms of this Agreement , INTEREL’s warranty is the sole and exclusive statement of the INTEREL’s responsibilities and is the Partner’s sole remedy.