General Terms & Conditions

PHOTONFI Inc. GENERAL TERMS AND CONDITIONS OF SALE 

  1. DEFINITIONS 

“Products”: LiFi equipment and accessories, spare parts and other products and associated services sold by the Seller. 

“Seller”: PhotonFi Inc. 

  2. GENERAL PROVISIONS 

These Terms and Conditions shall govern all quotes, offers, orders, order confirmations, invoices, sales and pre-contractual relations and shall prevail over any conflicting clause contained in this Purchaser’s general terms and conditions. Where a contractual relationship exists between the Seller and the Purchaser, the terms and conditions set forth in the supply or distribution Agreement shall take precedence over any conflicting clause contained in the present Terms and Conditions. 

The Seller may assign its rights and obligations under these Terms and Conditions to any third party. 

The Seller reserves the right, at any time and without prior notice, to modify the Products it deems necessary, in its sole discretion, particularly, without limitation, due to technical evolution. 

  3. ORDERS – OFFERS 

A sales agreement shall be entered into upon issuance, by the Seller, of a confirmation of the Purchaser’s order. No order received by any method of transmission shall be construed as binding on the Seller unless confirmed in writing by the Seller. 

Offers and quotes shall be valid for a period of 30 days from the date of the offer or quote. 

The prices, information and technical specifications contained in the Seller’s web site, catalogues, brochures and price lists are given for information only, do not constitute an offer and shall not be binding on the Seller which may modify such information as it deemed necessary by the Seller in its sole discretion. 

  4. ORDER MODIFICATION 

Any modification of an order requested by the Purchaser shall be subject to the Seller’s express written agreement, including but not limited to the prices and the expected prescribed lead times. 

  5. ORDER CANCELLATION  

The orders cannot be cancelled after confirmation by the Seller. 

  6. STUDIES, SYSTEM DESIGNS AND QUOTES 

The Seller shall be entitled to invoice the expenses for the studies, system designs and quotes. The Seller shall retain all intellectual property rights in its studies, and such studies shall not be made available to third parties or used without the Seller’s written consent. 

  7. LEAD TIMES 

Unless as otherwise agreed upon, all delivery dates indicated in the confirmation of order are given for information only. No delay in delivery or incomplete delivery shall justify cancellation of the order or constitute grounds for claiming penalties or damages. 

The Seller shall automatically be released from any commitment relating to lead times in the event of non-performance or partial non-performance of the Purchaser’s obligations. 

  8. CLAIMS – RETURNS 

Concerning the supply and delivery of the Products, remarks concerning shortages, excess or apparently damaged Products must immediately be clearly indicated on the transport documents. 

Any claims relating to the Products must be notified to the Seller within three (3) days from the date of actual delivery. The Purchaser shall establish the reality of the defects found and shall grant the Seller every facility to ascertain and correct them. The Purchaser shall neither undertake any repairs itself nor cause any third party to undertake any repairs. 

No Product shall be returned without the Seller’s prior authorization. Returns shall be sent at the Purchaser’s expense and risk and shall be clearly marked with the name and address of the Purchaser and of the addressee. The Purchaser shall make its best efforts to group together the returns. In case all or part of the Products are returned, the unquestioned amount shall be paid on the agreed due date and the contentious amount shall be paid as soon as the matter is settled. The returned Products shall, at the Seller’s election, either be replaced, or repaired in the Seller’s workshops, or reimbursed, or deducted from future invoices. 

  9. PRICES 

For sales in the USA and unless otherwise specified, prices quoted are in US Dollars and do not include, unless otherwise explicitly mentioned, any levy or taxes whatsoever charged for the Products. 

For international sales and unless otherwise specified, the prices are quoted FCA or FOB (as defined in the International Chamber of Commerce’s Incoterms, 2020) in Euros for the countries of the European Union and in US dollars for all other countries and exclude all taxes or whatever duties that are payable at the time of the acquisition, exportation and/or importation which shall be borne by the Purchaser. The Purchaser shall be responsible for obtaining all export and import authorizations, if required, and shall bear all costs related thereto. If the Purchaser is required to withhold any tax on such payments, then the amount of the payment will be automatically increased to totally offset such tax, so that the amount actually remitted to the Seller, net of all taxes, equals the amount invoiced or otherwise due. 

The prices may be revised at any time, and such revisions shall be effective immediately. However, confirmed orders and deliveries which are outstanding on the effective date of the new prices shall not be affected by the price revision. 

  10. INVOICING TERMS 

Invoicing shall take place upon the FCA or FOB delivery, for the USA the applicable incoterms will be DDP unless as otherwise agreed upon. 

  11. PAYMENT TERMS 

Unless as otherwise agreed upon, payments shall be made net without any discount, to the Seller’s address, and shall be due within thirty (30) days from the invoicing date. In case of payment by bill of exchange, the Purchaser shall return it duly signed and confirmed fifteen (15) days before the due date at the latest and the bank charges shall be borne by the Purchaser. 

Unless otherwise specified on the front page of the invoice, in no event shall Purchaser be granted a discount for early payment. Payments of discounts that may possibly be granted by the Seller are subject to separate agreement and prior payment in full of the amounts due and to the Purchaser complying with its obligations, in particular pursuant to these general terms and conditions. 

Payments shall be made without any deduction or compensation, unless previously agreed upon by the Seller in writing. 

In the event of delay in payment, overdue amounts shall bear interest of zero point thirty five percent (0.35) per month (prorata temporis if less than thirty (30) days) and a penalty for delay equal to one-and-a-half times the interest rate prescribed by law with a minimum of $150  shall be applied to the Purchaser as from the first day of delay and without this provision affecting the liability for payment of the debt. 

The non-payment or partial payment of any installment date shall authorize the Seller, at its election, to suspend the outstanding deliveries and works until full payment by the Purchaser of the overdue amounts and the corresponding interests for delay of payment. 

Should the Purchaser have not paid the amounts due to the Seller within ten (10) days after default notice given by registered mail with return receipt requested, or in case of repeated delayed payments, the Seller shall be entitled to cancel the sale. 

In the event of non-payment on the due date, the Purchaser shall return the Products delivered but not yet paid to the Seller and shall pay the Seller, by way of damages, the expenses incurred by the Seller for the assembly, disassembly, carriage and insurance of the Products. 

The outstanding balance of the price shall become immediately due upon any resale or transfer of the Products. 

  12. RETENTION OF TITLE – RISKS – INSURANCE 

Transfer of title shall occur upon complete payment of the Products. For international sales, the Seller shall retain title to the Products sold to the Purchaser until the date of remittance of the Products to the first carrier. 

In the event of bankruptcy, winding up, liquidation of the Purchaser, or any other similar proceedings, the Seller shall have the right to claim the property of the products, in accordance with the applicable legal provisions. 

Unless as otherwise agreed upon, the transfer of risks of the Products shall pass to the Purchaser upon FCA /FOB delivery, as per the definition given by the International Chamber of Commerce Incoterms, 2020. 

  13. WARRANTY 

The Purchaser shall comply with the Seller’s warranty obligations herein under its own responsibility and at its own costs. 

Notwithstanding other applicable statutory warranties and unless as otherwise agreed upon, the Seller warrants that the Products shall comply with the applicable technical specifications and be free from any defect in workmanship and materials for a period of twelve (12) months from the date of delivery of the Products to the Purchaser not exceeding fifteen (15) months from the date of manufacturing of the products. 

Batteries and accessories: the warranty for batteries and accessories that are supplied together with the Products is provided for a period of 6 months from the date of delivery of the Products to the Purchaser. 

This warranty is conditional on the Purchaser giving the Seller prompt written notice of the defects of the Products and the Purchaser affording the Seller every facility to ascertain them. 

The parts of the Products which are recognized by the Seller as being defective shall be replaced or repaired at one of the maintenance service centers designated by the Seller to the Purchaser. 

Any repair or other operation performed on the Products by a person not authorized by the Seller shall automatically void this warranty. 

Unless as otherwise provided by law, operations performed under this warranty, in particular the repair, modification or replacement of parts, shall not have the effect of extending the Products warranty. 

The Seller warrants repaired or replaced Products under the same conditions for a period expiring either simultaneously with the initial warranty of the Products or three (3) months after delivery of such repaired or replaced Products or part thereof, whichever is later. 

This warranty covers parts and labor for repairs carried out in the Seller’s workshops or in workshops approved by the Seller; it does not cover on-site repairs and the cost of transporting the Products from the Purchaser’s premises to the Seller’s premises. 

The cost of return to the Purchaser shall be borne by the Seller. 

This warranty does not cover damage caused by: 

• Non-compliance with the instructions for use, installation, or maintenance of the Products, in particular regarding the power supply and conditions of operations. 
• Improper maintenance of energy sources and of the general electrical installation. 

• Acts of vandalism, lightning, fire, humidity, bad weather. 
• Acts of God. 
• Use of the Products in combination with, or integration of the Products into, equipment not supplied by the Seller, unless such combination or integration has been expressly approved in writing by the Seller. 
• Use of the Products for a purpose other than that for which it is intended. 
• Faults and deterioration caused by normal wear and tear, a shock or a fall. 
• Products malfunction due to external causes (e.g., radio-electric interference produced by other equipment, variation in voltage of the mains supply and/or telephone line, poor telecom services). 
• Changes made to the Products, including mandatory changes. 
• Products from or on which the brand or serial numbers have been removed or altered. 
• Defects as a result of other goods and services being connected to the Products which disturb or affect the predicted level of service. 
• Maintenance of the Products or support intervention by a third party not employed or not approved by the Seller. 
• The Purchaser Network and/or the end-user computer network. 

Software: The Seller shall replace any defective Software medium by a medium of the same nature. 

The Seller agrees to provide its most reasonable efforts to correct or by-pass, at its expense and within a reasonable period of time depending on their importance, any reproducible errors which may appear in its programs within three (3) months following the date of delivery of the Products, subject to applicable legal provisions. 

THE SELLER DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) CONCERNING THE PRODUCTS OR ITS ACCOMPANYING OCUMENTATION. 

ANY SPECIFIC WARRANTY PROVIDED BY THE PURCHASER TO THE FINAL USERS OF THE PRODUCTS SHALL BE UNDER THE PURCHASER’S SOLE AND EXCLUSIVE RESPONSIBILITY. UNLESS OTHERWISE STIPULATED BY LAW, ANY AND ALL WARRANTY PROVISION OTHER THAN THOSE MENTIONED HEREIN ARE EXPRESSLY EXCLUDED. 

  14. LIABILITY 

IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGE (SUCH AS FINANCIAL OR COMMERCIAL LOSS, BUSINESS INTERRUPTION, LOSS OF PROFIT, OF SALES, OF EARNINGS, OF GOODWILL, OF BRAND IMAGE OR DATA…) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

UNLESS OTHERWISE PROVIDED BY LAW, THE SELLER’S LIABILITY FOR DIRECT DAMAGE SHALL BE LIMITED TO TEN PERCENT (10%) OF THE PRICE OF THE ORDER FOR THE PRODUCTS WHICH CAUSED THE DAMAGE. 

  15. INTELLECTUAL PROPERTY 

Nothing in these Terms and Conditions, and any potential sales, shall be construed as granting the Purchaser or any other party, any right to all or part of the Seller’s intellectual property.  

The Seller undertakes to promptly defend the Purchaser against all claims that the Product or any part thereof infringes, contributes to or induces the infringement of any intellectual property rights of any third party. 

The Purchaser shall promptly notify the Seller in writing of any such claim and shall give reasonable assistance upon request. 

If any item of Products is held by a final judgment to infringe a third-party intellectual property right, the Seller shall at its election 

• obtain at its expense the right for the Purchaser to continue using the Products; or 
• replace the infringing Products with equivalent, non-infringing equipment; or 
• modify the infringing Products so that it becomes non-infringing; or 
• cancel the order or terminate the contract and repurchase the infringing Products from the Purchaser at a price equal to the purchase price paid for the Products, less depreciation in an amount to be determined by the Seller. 

Unless as otherwise provided by law, compensation to the Purchaser shall not exceed 50% of the price invoiced during the preceding six months of the Products involved in an action to establish industrial or intellectual property rights. 

In no way shall the purchase of Products be construed as granting the Purchaser any right to use the intellectual property rights attached to the Products. The Seller shall retain any and all of its intellectual property rights. 

The Seller shall, as applicable, grant the Purchaser a non-exclusive license to use the Software embedded in the Products under the following terms and conditions: the Purchaser shall have the right to use the Software and its accompanying documentation solely for the requirements of using the Products sold in conformity with their intended use ; the Purchaser shall not : (a) sub-license the Software ; (b) modify or cause any third party to modify the Software ; (c) copy or reproduce the Software, except for restarting Software and one back-up” copy, provided that any copy shall bear a label indicating the name of the Software copyright owner ; or (d) permit any third party to use, copy or reproduce the Software. 

Should the Seller obtain a license from a third party which imposes other obligations on the Seller, the Seller shall give the Purchaser written notice of such obligations and the Purchaser shall immediately comply with them. 

In the case of the resale of the Products, the Purchaser shall obtain an undertaking from the purchaser to abide by the commitments made by the Purchaser to the Seller under this clause. 

THE TRANSFER OF OWNERSHIP OF OUR PRODUCTS IS SUSPENDED UNTIL TOTAL PAYMENT OF THE PRICE OF THESE BY THE CUSTOMER, IN PRINCIPAL AND ACCESSORIES, EVEN IN CASE OF EXTENSION OF PAYMENT GRANTING. 

ANY CLAUSE TO THE CONTRARY PARTICULARLY INSERTED INTO GENERAL CONDITIONS AND BUYNG TERMS IS CONSIDERED NOT ACCEPTED. 

  16. FORCE MAJEURE 

The obligations of the parties shall be suspended and neither party shall incur liability if it is prevented from performing its obligations in normal conditions by events such as fire, flood, tornado, earthquake, riot, strike, war, lockout, transport and supply difficulties, government action or any other event beyond the reasonable control of the parties such as abnormal operation consequent upon a Network’s inability to convey signals between items of Products as well as radio-electric interference produced by other equipment and variations in electric or telephone voltage. 

  17. WAIVER 

No waiver or modification to these General Terms and Conditions shall be in effect unless approved in writing by the Seller. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these General Terms and Conditions by the Seller shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

  18 HEADINGS 

The headings, numbered items and other document arrangements are for reference only, and do not affect the interpretation of these General Terms and Conditions. 

  19. GOVERNING LAW AND VENUE 

THESE GENERAL TERMS AND CONDITIONS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA, USA WIHTOUT GIVING EFFECT TO ANY CONFLICT OF LAW. THE COURTS OF LOCATED IN CLARK COUNTY, NEVADA, USASHALL HAVE SOLE JURISDICTION FOR ANY AND ALL SALES WHETHER WITHIN OR OUTSIDE THE USAHE APPLICATION OF ANY OTHER LAW OR CONVENTION, INLUCIDNG, WIHOUT LIMITATION, OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SIGNED IN VIENNA IN 1980 SHALL BE EXCLUDED.