General Conditions Axis Shop

1. Preamble

These General Conditions shall apply when Axis and the Purchaser agree thereto in writing or when referred to by Axis in a specific contract or order acknowledgement (‘Contract’). When the General Conditions apply to a Contract, modifications or deviations from them must be agreed in writing.

The object(s) to be supplied under these conditions is (are) hereinafter referred to as the Product.

2. Terms of Delivery

All deliveries of Products will be DDU (Incoterms 1990), Purchaser's facility, with a risk of loss or damage to pass to the Purchaser upon delivery by Axis to the designated freight carrier.

3. Date of Delivery

3.1 Axis shall deliver the Product on the date specified in the Contract (the Date of Delivery).

3.2 If Axis anticipates that it will not be able to deliver the Product on the Date of Delivery, Axis shall forthwith notify the Purchaser thereof in writing, stating the reason, and, if possible, a new date of delivery.

3.3 If Axis is not able to deliver the Product on the Date of Delivery due to a delay caused by an act or omission on the part of the Purchaser or by any of the circumstances mentioned in Section 9, the time for delivery shall be extended in relation to the delay.

4. Payment

4.1 All payments to Axis shall be made in the currency stated in the order confirmation against invoice within thirty (30) calendar days after the date of the invoice or prepaid by credit card. Axis reserves the right to request prepayment using proforma invoice if invoicing was requested.

4.2 Payment shall not be deemed to have been effected before Axis’ account has been fully and irrevocably credited.

4.3 If the Purchaser fails to pay by the stipulated date, Axis shall be entitled to interest from the day on which payment was due until payment is made at the rate of sixteen-point-five (16,5) per cent per annum.

In case of late payment Axis may, after having notified the Purchaser in writing, suspend its performance of the Contract until it receives payment.

5. Reservation of Title

The Product shall remain the property of Axis until paid for in full to the extent that such retention of property is valid under the applicable law.

The Purchaser shall at the request of Axis assist in taking any measures necessary to protect Axis’ title to the Product in the country concerned.

The retention of title shall not affect the passing of risk under Section 2.

6. Liability for Defects

6.1 Axis warrants that the Product is free from any defect in design, materials or workmanship.

The warranty set forth in this Section 6.1 is the only warranty by Axis with respect to the product and no other warranties of any kind, whether statutory, written, oral, expressed or implied, including but not limited to fitness for a particular purpose or merchantability, shall apply.

6.2 Axis' liability, according to the warranty set out in Section 6.1, is limited to defects which appear within the warranty period. Said period varies depending on Product and is specified in the technical documentation belonging to the Product. The Purchaser shall without undue delay notify Axis of any defect which appears, failure to which shall mean that the Purchaser loses his right to have the defect remedied.

6.3 Procedures for notices according to Section 6.2, and for the handling of Products returned to Axis are set out in Exhibit 1.

6.4 Axis is liable only for defects which appear under the conditions of operation provided for in the Contract and under the intended and proper use of the Product.

Axis’ liability does not cover defects which are caused by faulty maintenance, incorrect installation or faulty repair by the Purchaser, or by alterations carried out without Axis’ consent in writing. Finally, Axis’ liability does not cover normal wear and tear or deterioration.

7. Liability for Damage Caused by the Product

7.1 Axis will indemnify and hold harmless the Purchaser from claims, suits or actions made against the Purchaser during the period set out in Section 6.2 by third parties based upon bodily injury (including death) or damage to property caused by defects in the Products, but only if and to the extent that the Purchaser is liable for such bodily injury or property damage under the relevant laws and Axis has been negligent; provided that the Purchaser will promptly advise Axis in writing of any notice or claim of such injury or damage and of the commencement of any suit or action for such injury or damage received by or brought against the Purchaser. Axis shall have the right to undertake at its own expense the defense of any such claim, suit or action in the name of the Purchaser. The Purchaser shall not be authorized to settle any such claim, suit or action or to make any admission which may be prejudicial to the interest of Axis without the prior written consent of Axis.

7.2 Notwithstanding the provisions of this Section 7, the liability of Axis for bodily injury (including death) or damage to property shall only apply to the extent that indemnity for the injury or damage may be payable from the product liability insurance taken out and maintained by Axis.

8. Intellectual Property Indemnification

8.1 Axis shall indemnify and hold the Purchaser harmless from and against any claim, suit, judgement and/or award and pay all damages, costs and expenses connected therewith, which may be imposed upon the Purchaser by reason of any claim that the Product or the use thereof, constitutes an infringement upon any patent, copyright or other intellectual proprietary right provided that the Purchaser immediately notifies Axis of the claim and authorizes Axis to settle or defend such claim in the name of the Purchaser.

8.2 In the event that as a result of any such suit regarding the Product is enjoined, Axis agrees, at its own expense but at Axis’ option:

(i) to modify the Product suitably, which modified Product is not subject to such injunction and which is of equal quality, or

(ii) to secure for the Purchaser the right to continue the use of the Product by procuring a license or other right of use thereof for the Purchaser.

8.3 The foregoing states the entire liability of Axis for patent infringement or infringements of any other proprietary right. Axis’ liability in respect of this Section 8 shall not exceed SEK twenty-five million (25 000 000).

9. Events of Relief

9.1 Each party shall be excused from fulfillment of any obligations (except payment obligations) under the Contract to the extent that and for so long as such fulfillment is prevented or delayed in whole or in part by strikes, lockouts or other labor disturbances or by causes beyond its reasonable control, such as fire, flood, war, embargoes, blockades, riots, governmental interference, Acts of God and defects or delays in deliveries by subcontractors if caused by any circumstance referred to in this Section. The occurrence of any such event shall be notified to the other party without any delay.

9.2 If by reason of any of the aforementioned circumstances, the fulfillment of the Contract becomes impossible for more than ninety (90) consecutive days, either party shall be entitled to terminate the Contract by written notice to the other party.

10. Consequential Losses

Save as elsewhere expressly stated in these conditions there shall be no liability for either party towards the other party for loss of data, loss of production, loss of profit, loss of use, loss of contracts or for any other consequential, economic or indirect loss whatsoever in respect of the sale, purchase, use or disposition of the Product.

11. Disputes and Applicable Law

11.1 All disputes arising in connection with these General Conditions shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm, Sweden. The language of the proceedings, documentation and the award shall be English.

11.2 These General Conditions shall be governed by the substantive laws of Sweden.

 

EXHIBIT 1 – AXIS’ RMA Handling

Before a unit requiring repair, replacement or upgrading (‘Service Unit’) can be repaired, replaced or upgraded by Axis, a return material authorization (‘RMA’) number must be requested from Axis. This is accomplished by filling in an Axis Service Document and faxing it to Axis. The Axis Service Document, including a note with the RMA number given for the Service Unit must also be physically sent with the Service Unit when it is subsequently shipped to Axis.

Return Units will normally be made available for shipment to the distributor within seven (7) working days after the completed Service Document and Service Unit has been received by Axis. Should this not be possible (e.g. in case of general product shortage), the distributor will be notified immediately. Unless the distributor has specifically requested a separate shipment to be made of the Return Unit, the Return Unit will be shipped back with the next regular shipment to the distributor.

After receipt of the RMA number from Axis, the Service Unit must be sent immediately to Axis. In case the Service Unit has still not been received at Axis two (2) calendar weeks after the RMA number was given, the full cost of a new unit will be invoiced to the distributor. The full cost of a new unit will also be invoiced if the Service Unit proves not to be defect. The Service Unit will in such a case be sent back to the distributor with the next regular shipment.

The distributor will pay the shipment of Service Unit from the distributor. Shipment of the Return Unit back to the distributor will be at the cost of Axis. Normally, the Return Unit will be included in an ordinary shipment to the distributor. If the distributor wishes Axis to make a separate shipment of the Return Unit, this must be stated on the Axis Service Document.

Printer cable, power supply, extra memory or other accessories should not be sent to Axis with the Service Unit as the Return Unit will have standard configuration. The Return Unit will be returned without packaging, cable and other accessories. Please note that it will be a different unit than the Service Unit sent for repair, and will have a different serial number. The Return Unit may also be a new unit with standard packaging.

All Return Units are upgraded to the firmware level currently used in production and all Return Units are set to factory default configuration.

So-called DOA (Defective On Arrival) units, will be replaced according to the same procedure as unit failing within warranty. It is requested that DOA units be specifically noted as such in the RMA document under Error Description.

If an Axis unit fails after the warranty period has expired, Axis may offer to replace or upgrade the unit at a cost normally corresponding to fifty (50) % of the price for a new unit. If the remaining warranty time for a Service Unit is none or less than three months, Axis will extend it to be three months for the Return Unit.

 



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