General Terms and Conditions – Boska-USA Corporation
Article 1 - Scope of Application
1.1. These General Terms and Conditions (the “Terms”) apply to all offers and quotations by Boska-USA Corporation and/or any of its affiliated companies (“Boska”), the use of Boska’s websites, and in general the business relationship and all contracts between Boska and its Customers (which means for the purpose of these Terms: any natural person, company and/or corporation with whom Boska and its employees deal in the course of its business, including representative(s), agent(s), successor(s) and including visitors of Boska’s website).
1.2. Wherever Boska does not insist on strict compliance of these Terms, this will not mean that such provisions do not apply, or that Boska will waive the right to demand strict and timely compliance with such provisions.
1.3. If any provision of these Terms or any other agreement between the parties is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
Article 2. Products, Prices and Taxes
2.1. Product configurations and prices are subject to change at any time. Calculation, transcription, typographical and other errors in offers, prospectuses, publications, brochures, order confirmations, invoices and other documents submitted by Boska, will not bind Boska. Test models, drawings and other samples shown or provided are only non-binding indications of the products in question.
2.2. All listed and quoted prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees related to Customer’s order.
Article 3. Payments
3.1. All payments by Customer shall be effected in U.S. Dollars, unless otherwise stated on Boska’s website.
3.2. Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of alleged defects of products or on any other account whatsoever.
Article 4. Orders, Shipping, and Delivery
4.1. All orders are subject to product availability. Customer is aware that products are shipped through third party carriers and that delivery times and dates are merely estimates. BOSKA CANNOT BE HELD LIABLE FOR ANY DAMAGES AS A RESULT OF DELAY IN DELIVERY OF PRODUCTS.
4.2 Boska is entitled to make partial deliveries.
Article 5. Inspection, Acceptance of Products, Returns
5.1 Claims in connection to shortages or errors in shipping must be reported to Boska within two (2) days of receipt of such shipment. If Customer fails to report timely, Boska will have no obligation to correct such shipments, unless Customer bears all the expenses thereof.
5.2 Immediately upon receipt of a product, Customer shall test and inspect it for defects and non-conformance with the written specifications provided by Boska and will notify Boska in writing within seven (7) days of receipt of a product, of any defects or non-conformance. After such seven (7) day period, Customer shall be deemed to have irrevocably accepted the products, if not already previously accepted. After acceptance, Customer shall have no right to reject the products for any reason or to revoke acceptance. Customer hereby agrees that a seven (7) day period is a reasonable amount of time for inspection and revocation.
THE SOLE AND EXCLUSIVE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS IS THE REPLACEMENT OR REPAIR OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER.
Article 6. Cancellation of Orders, Termination of Agreement
6.1. Boska has the right to cancel any order and terminate any agreement for any and all reasons without being liable for damages or costs incurred by Customer.
6.2 In case of cancellation of an order or termination of an agreement, the risk relating to goods already shipped and/or delivered will remain with Customer
Article 7. No Warranties
EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, BOSKA MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION TO ITS PRODUCTS, INCLUDING WARRANTIES ABOUT ITS PRODUCTS’ MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (WHETHER EXPRESS, IMPLIED OR STATUTORY), UNLESS EXPLICITLY MADE AND PROVIDED BY BOSKA IN WRITING TO CUSTOMER.
Article 8. Liability and Limitation of Damages
8.1 IN NO EVENT WILL BOSKA BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF BOSKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 BOSKA’S MAXIMUM AGGREGATE LIABILITY FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE PURCHASE AMOUNTS PAID TO BOSKA IN CONNECTION TO THE PRODUCTS SUBJECT TO THE CLAIM.
- Intellectual Property Rights
9.1. All intellectual property rights relating to Boska’s products, services, and websites, e.g. patents, copyrights, data protection, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights are owned by Boska or its suppliers and licensors. No transfer, license or other grant of rights are given to Customer.
9.2. Customer may not, nor may enable and/or allow third parties to (i) copy, modify, translate, or reverse engineer any of the Boska products; (ii) remove any copyright, trademark or other proprietary rights notices on Boska’s products; (iii) infringe intellectual property rights of Boska or of its suppliers and licensors; and (iv) attack, challenge or claim any of Boska’s or its suppliers and licensors’ (claimed) proprietary rights.
Article 10 - Force Majeure
Boska will not be liable for any delay in performing or failure to perform any of its obligations under an order or an agreement caused by events beyond its reasonable control.
Article 11. Applicable Law and Jurisdiction
Unless stated otherwise in writing, all orders, agreements and in general the business relationship between Boska and Customer, shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. With respect to any disputes arising between the parties, parties hereby submit exclusively to the personal jurisdiction of the Federal courts in New York, New York. The parties consent and agree that each such court is a convenient forum for, and has proper venue over, the resolution of all legal actions, proceedings and disputes arising out of or relating to their relationship. ANY CAUSE OF ACTION AGAINST BOSKA, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.