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Revision: July 15 2024 • Canimal Systems Inc.
1. General
1.1 These general terms of business, delivery, quotation and payment are valid for all sales contracts, purchase orders and business agreements between Canimal Systems Inc. and the buying party (“Buyer”), collectively referred to as “Parties”. If any of the provisions of Buyer’s Purchase Order or other documents are in addition to or in conflict with the terms and conditions herein, or are ambiguous, those additional, conflicting or ambiguous terms and conditions are expressly rejected and these terms and conditions shall govern. In the event of a conflict among the terms and conditions herein and any other writings from Canimal Systems Inc., the following documents shall govern in descending order: a) Contract between Canimal Systems Inc. and Buyer, b) Canimal Systems Inc. Quote, c) Canimal Systems Inc. General Terms of Business, d) other documents issued by Canimal Systems Inc.
1.2 The Buyer acknowledges Canimal Systems Inc.’s general terms of business, at the very latest, upon acceptance of merchandise from Canimal Systems Inc.
2. Quotations and Contracts
2.1 These terms and conditions are valid for all quotes issued by Canimal Systems Inc.
2.2 Any and all changes to written agreements between the Parties, including verbal agreements, require written consent from both Parties.
2.3 Purchase Orders issued by the Buyer to Canimal Systems Inc. are legally binding only upon Canimal Systems Inc.’s written confirmation of said orders.
2.4 Quotes issued by Canimal Systems Inc. are subject to change if confirmation is not in written form.
2.5 A product quality guarantee is only part of the contract with explicit written confirmation of said product guarantee.
3. Prices
3.1 Prices are denominated in USD for all transactions made in the U.S.A. Prices are exclusive Shipping and VAT tax on the day of accounting.
3.2 Prevailing prices for standard products are taken from current Canimal Systems Inc. catalogs and price lists.
4. Shipping and Transport Insurance
4.1 Shipping of products is at the expense of the Buyer. Title in and the right of possession to such goods passes to Buyer upon delivery of goods by Canimal Systems Inc. to a carrier at point of shipment. Arrangements for insurance of goods are the responsibility of the Buyer.
4.2 Partial deliveries of orders by Canimal Systems Inc. are permissible.
5. Terms of Payment
5.1 All payments are denoted in USD and are to be made by the Buyer within twenty (20) days of invoicing and delivery without any allowances. After which, beginning with the first reminder, standard bank interest will be charged, at a rate at least 15% per month or part thereof.
5.2 Payments will be applied to the balancing of the earliest payable debt, including the interest payable on arrears resulting from it, any legal costs and, lastly, to the sales price.
5.3 Promissory notes or predated checks will only be accepted after a written promissory agreement made prior to sale, and only for payment purposes. All taxes, bank, discount, or withdrawal charges are at the expense of the Buyer.
5.4 When a number of promissory notes are given as payment, then all promissory notes are payable, if the next payable promissory note is not paid according to the time allotted in the promissory note agreement.
5.5 If the Buyer is derelict in making payments or fails to otherwise to meet the terms from these General Terms of Business, ceases payment, or if the Buyer’s legal representative files for bankruptcy, then all legal fees become payable toward the sum of the total accounts payable to Canimal Systems Inc. In this case Canimal Systems Inc. has the right to renege on all contracts and to take all previously delivered merchandise back into their possession, as well as to demand restitution for all costs occurred in connection with the repossession of said merchandise. This includes transportation costs, devaluation of merchandise, etc. Merchandise shall be valued at the prevailing price list or purchase contract at the time of purchase.
6. Ownership Proviso, Private Resale, Transfer of Goods
6.1 Canimal Systems Inc. maintains claims on ownership of delivered merchandise until full payment of the purchase price, including any interest resulting from default as well as legal costs, has been made.
6.2 Until transfer of ownership of the merchandise from Canimal Systems Inc. to the Buyer has been made, the Buyer may neither sell, nor transfer ownership of said merchandise to a Third Party. In the event that the merchandise in question is either forfeited or taken into possession by another Party, the Buyer is responsible for notifying Canimal Systems Inc. In addition, all costs resulting from the release of said merchandise are the financial responsibility of the Buyer. The Buyer may, in the course of normal business, sell the merchandise to a Third Party, as long as the Buyer is not in default on payments to Canimal Systems Inc. The Buyer is also responsible for any wear, damage or incidental product failure during the period of the ownership proviso. If the Buyer chooses to use other products in combination with Canimal Systems Inc. products during this time, Canimal Systems Inc. obtains co-ownership of the additional products in relation to their value when combined with Canimal Systems Inc. merchandise. The Buyer hereby forfeits his or her rights to transfer ownership of the provisioned good, at currently calculated net value, to Canimal Systems Inc.; Canimal Systems Inc. hereby accepts this forfeiture. The Buyer’s right to resell Canimal Systems Inc. merchandise ends when the Buyer is overdue in his payments to Canimal Systems Inc., or becomes insolvent. In this case, the Buyer maintains possession of the provisioned merchandise only with Canimal Systems Inc.’s written permission.
7. Terms of Delivery
7.1 As Canimal Systems Inc. is not personally the manufacturer of the majority of components used on its products, terms of delivery are only valid for the merchandise that is currently held in storage at Canimal Systems Inc. Furthermore, Canimal Systems Inc. can only reference “estimated delivery dates” and cannot be bound by the terms of a fixed delivery schedule. Canimal Systems Inc. is obligated to inform the Buyer in writing of any foreseeable delay in any stated, estimated delivery date.
7.2 If an estimated delivery date is unexpectedly delayed, then the Buyer has the right to extend to Canimal Systems Inc. a four (4) week grace period on delivery. If delivery has not been made upon lapse of this period, the Buyer has the right to partially or completely withdraw from the contracted purchase agreement. Unless the Buyer can demonstrate that a legal representative or employee of Canimal Systems Inc. is guilty of malice or gross negligence, further claims or demands are excluded, including claims for loss compensation as a result of failure to comply with the terms of the contract.
7.3 Estimated delivery dates, as originally printed in quotes, sales contracts or Purchase Order confirmations, are subject to change due to such issues as failure to receive parts from distributors and other sources, production errors, strikes, Acts of God, as well as other circumstances that are beyond Canimal Systems Inc.’s control.
8. Cancellation of Delivery
8.1 If the Buyer cancels an order in part or completely, and fails to fulfill its obligation to accept delivery, Canimal Systems Inc. is then justified in making claims for comprehensive loss compensation.
8.2 All products intended for delivery that have already been produced at the point of the Buyer’s cancellation of an order or contracted agreement are to be paid for at the full sales price by the Buyer.
8.3 For any products that have not yet been produced, a flat-rate compensation of 50% of the order value is to be paid if cancellation by the Buyer is not made at least twenty (20) days before the estimated delivery date.
8.4 In all other cases of non-delivery at the Buyer’s behest, a flat-rate compensation of 30% of order value will be assessed.
8.5 If the Buyer can document proof that the amount of actual loss is smaller than that claimed by Canimal Systems Inc., then Canimal Systems Inc. shall only be entitled to compensation equal to this the determined amount of loss. Likewise, Canimal Systems Inc. is also free to calculate the exact sustained loss in the case of a breach of contract and demand this sum as compensation from the Buyer.
8.6 Canimal Systems Inc. maintains the right to demand default compensation after is continuing delivery if the Buyer fails to pay for partially delivered products according to the terms of contract.
8.7 In case of products designated and acknowledged as NCNR (Non-Cancelable, Non-Returnable), Buyer is obligated to receive and pay in full for all merchandise and parts upon submittal of a Purchase Order for said products.
9. Merchandise (Hardware) Warranty
9.1 Canimal Systems Inc. guarantees that the delivered merchandise has no material or manufacturing flaws that will affect its value or function, as specified in the Parameters of Use section of these Terms of Business.
9.2 The warranty also covers any failure to perform functions that are explicitly guaranteed by Canimal Systems Inc. to the Buyer.
9.3 The merchandise warranty is valid up to 24 months after the Buyer has received merchandise.
9.4 Missing items and/or damage (“defects”) sustained to merchandise during shipping is to be reported to Canimal Systems Inc. by the Buyer in writing within eight (8) days of receiving merchandise. The Buyer is obligated to inspect the merchandise immediately after delivery and, in the case of defects, to inform Canimal Systems Inc. of said defects in writing. The Buyer is also responsible for returning the defective articles to Canimal Systems Inc. along with providing a detailed description of alleged defects. If the Buyer fails to notify Canimal Systems Inc., then it is assumed that the merchandise was received and considered acceptable. That is, unless even by close inspection of the merchandise no visible defects could be found. In this case, the
Buyer must immediately inform Canimal Systems Inc. of such defects for verification by Canimal Systems Inc. Otherwise the merchandise will be considered accepted regardless of any defects.
9.5 In the instance of a substantiated Buyer complaint, Canimal Systems Inc. makes good its warranty by repairing or replacing any material or manufacturing defects in the effected merchandise.
9.6 If the Buyer is not in agreement with these terms of the warranty, then it is left with no claims for compensation, including compensation for assembly or installation costs of the merchandise.
9.7 Canimal Systems Inc. warranties no product defects that result from improper use, negligence, modification, improper installation, improper product testing methods, repairs made by the Buyer, or other coincidental factors.
9.8 Removal of the original technical quality assurance emblem or the Serial label will void this guarantee.
9.9 Upon Canimal Systems Inc.’s failure to repair or to replace any defective merchandise, the Buyer has the right to demand a discount on the sales price or annulment (or a rewriting) of the sales contract.
9.10 Canimal Systems Inc. can exclude its warranty on the sale of used hardware.
9.11 Canimal Systems Inc. employees cannot be held personally liable for any product defects.
10. Merchandise (Software) Warranty
10.1 If software developed and sold by Canimal Systems Inc. does not function according to the parameters described in the contract or product description, and a complaint is made to Canimal Systems Inc. in writing, Canimal Systems Inc. is obligated to make all necessary repairs, gratis, within twelve (12) months.
10.2 For software resold but not produced by Canimal Systems Inc., Canimal Systems Inc. shall recognize no warranties given Canimal Systems Inc.’s rights as stated in the current licensing terms with the original software manufacturer.
10.3 Software discrepancies and limitations caused by innovations in the market (such as changes to operating systems) are not considered defects. The Buyer only has claims to continued software maintenance and adaptation if a consultation service is a component of a sales agreement.
10.4 Compensation liability for immediate or subsequently incurred damages is excluded, unless it can be demonstrated that a legal representative or employee of Canimal Systems Inc. is guilty of malice or gross negligence.
11. Manufacturer’s Liability
11.1 Canimal Systems Inc. is exempt from liability if product defects were caused by Buyer usage of a Canimal Systems Inc. product for purposes other than which it was intended.
11.2 Canimal Systems Inc. is exempt from liability if defects result from improper use, negligence, modification, improper installation, improper product testing methods, repairs made by the Buyer, or other coincidental factors.
11.3 Canimal Systems Inc. is exempt from liability if any quality assurance emblems are removed from Canimal Systems Inc. merchandise.
11.4 The exemption from liability also ends if Canimal Systems Inc. manufactures a product on the order of a Buyer without knowledge of the end product usage or without Canimal Systems Inc.’s ability to control or monitor the products end application.
11.5 The Buyer receives no exemption from liability if Canimal Systems Inc. can make valid claims for liability exemption according applicable liability laws in the U.S.A.
12. Export and Re-export
12.1 All of Canimal Systems Inc.’s deliveries are made according to the United States commercial export law. It is the obligation of the Buyer to be aware of these laws.
12.2 Technical proprietary knowledge, licenses, copyrights and trademarks associated with all Canimal Systems Inc. products remain under the ownership of Canimal Systems Inc. The resale or reexport of single or system-integrated Canimal Systems Inc. products requires Canimal Systems Inc.’s permission. Any such permission granted to Buyers from Canimal Systems Inc. does not include transfer to Third Parties of any technical proprietary knowledge, licenses, copyrights and trademarks associated with all Canimal Systems Inc. products.
13. Jurisdiction
13.1 The venue for any legal actions for any and all disputes about or resulting from these General Terms of Business or any separate contractual relations with Canimal Systems Inc. shall be in the great state of Delaware, U.S.A unless otherwise agreed to in writing between Canimal Systems Inc. and the Buyer.
13.2 All legal proceedings between Canimal Systems Inc. and Buyers fall exclusively under the legal jurisdiction of the great state of Delaware, U.S.A.
14. Parameters of Use
14.1 Copyrights, as well as application and exploitation rights to a final product in which a Canimal Systems Inc. merchandise has been incorporated, remain dependent on the delivery of Canimal Systems Inc. products to the Buyer as stipulated by contract. Deconstruction or reverse engineering of single parts or Canimal Systems Inc. systems is only allowed with the expressed written consent of Canimal Systems Inc.
14.2 Reproduction of Canimal Systems Inc. software without the expressed written consent of Canimal Systems Inc. is only allowed for Buyer’s internal usage or for backup.
14.3 Canimal Systems Inc. products may not be installed in life-sustaining medical or military systems without the express written consent of Canimal Systems Inc.
15. Return Merchandise Authorization
15.1 If Canimal Systems Inc. is in error regarding in fulfillment of Buyer’s order, correction will be made promptly and without charge.
15.2 Any elective returns for merchandise that is not damaged or defective may require a 25% restocking charge.
15.3 Returns must be made within 20 days of receipt of original merchandise.
15.4 Shipping charges are non-refundable.
15.5 Buyer is responsible for all return shipping costs.
15.6 Canimal Systems Inc. reserves the right to refuse any returns, with incomplete merchandise contents and documentation, or with merchandise that has been altered by the Buyer.
15.7 Canimal Systems Inc. shall issue any credit that is due no later than 20-days following receipt of RMA merchandise.
15.8 Software and licenses may not be returned following initial purchase.
16. Miscellaneous
16.1 If the Buyer should happen to fail to meet the terms from a sales contract, Canimal Systems Inc. can refuse further delivery without danger of invalidating its legal rights and contractual obligations.
16.2 If the decree of these General Terms of Business is declared legally ineffective, then it is considered to have been substituted for by a provision that approaches the intended function of the now ineffective decree and takes the interests of both parties involved into consideration.
16.3 The Buyer cannot transfer or forfeit its rights to a Third Party without the written consent of Canimal Systems Inc.
16.4 If the Buyer claims protection under of the data security and proprietary property copyright and patent laws, the Buyer must declare itself in agreement with Canimal Systems Inc.’s right to a thorough analysis of said data or proprietary property, to the extent that such an analysis is deemed necessary.
The current copyright provisions are also valid for pråoducts sold but not produced by Canimal Systems Inc.