Terms & Conditions of Sales
These Terms and Conditions of Purchase ("Terms and Conditions") are part of each purchase order that ImplaSKY GmbH & Co KG (ImplaSKY) is making. In these Terms and Conditions, "Buyer" means either one or more of the ImplaSKY Companies or an Affiliate of any of the IDS Companies, as specified in the purchase order, "Seller" means the seller named in the order, "goods" mean the goods that Buyer is to purchase from Seller, as described in the purchase order, "Affiliate of and of ImplaSKY" means at any time any corporation, limited liability company, partnership or other entity that is controlled by any of the ImplaSKY Company, and "control" of an entity means the possession by any of the ImplaSKY Company, directly or indirectly, of the power to direct or cause the direction of the management or policies of the entity.
1. AGREEMENT: Any purchase order issued by Buyer is subject to these Terms and Conditions. Any of Seller's terms of sale, which are in conflict or inconsistent with, or in addition to these Terms and Conditions, shall not be binding on Buyer unless accepted in writing by Buyer. Under no circumstances shall any conflicting terms of Seller apply. No oral agreement or other understanding, unless pursuant to a pre-existing written agreement between the parties, shall in any way modify any purchase order issued by Buyer, or these Terms and Conditions. Seller's action in (a) accepting any purchase order issued by Buyer, or (b) delivering goods called for under the purchase order shall constitute an unconditional acceptance of these Terms and Conditions.
2. PRICE, TAXES AND PAYMENT: Unless otherwise agreed to between Seller and Buyer, the price for the goods shall be as specified in the purchase order. Unless otherwise provided in a purchase order covering the goods, or otherwise specified by statute, Seller shall pay any federal, state, local, EU, Czech Republic, Italian or Swiss sales tax due, transportation tax, or other excise tax, custom duty, or levy, including foreign, provincial, and local taxes, which may be imposed upon the goods ordered by Buyer, by reason of their sale or delivery. Terms of payment are as specified in the purchase order, or as otherwise previously arranged between Buyer and Seller. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by Buyer by reason of any counterclaim arising out of any transaction by Buyer with Seller.
3. SHIPMENTS: TITLE TO GOODS: Title to Products, for both Domestic and International shipments, will pass to the buyer at the time that the Products are delivered to the common carrier. All risk of loss or damage to the Products shall be borne by ImplaSKY Company until delivery of such Products to the common carrier (terms and conditions FCA).
4. INSPECTION AND REJECTION OF GOODS: All goods furnished under any purchase order issued by Buyer are subject to inspection and acceptance at Buyer's facility. Except to the extent limited or allowed under the law of the jurisdiction in which Buyer is located, Buyer shall be allowed a reasonable period of time to inspect the goods and to notify Seller of any non-conformance. Defective goods shall be rejected or charged back to Seller at the price indicated in the purchase order. Buyer shall return rejected goods to Seller, at Seller's expense. Seller shall pay all shipping charges to return and replace the rejected goods.
5. WARRANTY: Please see warranty conditions to view our Warranty
6. PATENTS: Seller shall assume the defense of any patent infringement suit or claim brought against Buyer or its customers because goods sold by Seller are alleged to infringe an article or composition claim in any United States or foreign patent and shall hold Buyer or its customers harmless from all judgments, decrees, settlements, costs and other legal expenses resulting from such suit or claim, provided that Buyer or its customer shall promptly turn over to Seller all notices of infringement or other legal documents served on them relating to such alleged infringement.
7. APPLICABLE LAWS: Seller certifies that any and all goods shipped to Buyer comply with all applicable laws the EU and the laws of the member states of the EU, including, Italy, France, Spain, Germany Switzerland and all east European Countries as applicable to where the goods may be shipped by Seller to Buyer) and any applicable rules and regulations, and orders issued under such laws, including, but not limited to, laws related to the manufacture, branding, labeling, registration or shipment of the goods. Seller shall indemnify and hold buyer harmless against any loss, damage or expense resulting from Seller's breach of this provision. As a contractor of the Federal Government, certain Buyers may be subject to US Executive Order 11246 and Federal Acquisition Regulation (FAR) 52.222-26, Equal Opportunity. These Buyers further agree to comply with all other applicable state and local statutes, ordinances, regulations, and requirements with respect to equal employment opportunity.
8. FORCE MAJEURE: Neither party shall be liable to the other party for delay directly or indirectly resulting from or contributed to by circumstances beyond its control, including, but not limited to, an act of God, war or national emergency, fire, flood, riot, explosion, or any labor dispute, difficulty or practice, however caused, and export, import, dollar exchange or other governmental regulations or restrictions. In the event of such delay or threatened delay, Seller shall immediately give notice to Buyer and Buyer may, at its option, either excuse such delivery or cancel such purchase order. Buyer shall pay the prices specified in the purchase order for any commercial units completed prior to the effective date of such cancellation or shipped in accordance with such purchase order.
9. PROPERTY OF BUYER: Buyer shall retain title to any designs, sketches, drawings, blueprints, patterns, dies, models, molds, tools, plates, cuts, special appliances and materials furnished by or paid for by Buyer in connection with any purchase order. Such items shall be recorded and identified by Seller as the property of Buyer and retained by Seller on consignment, subject to examination by Buyer. Such materials shall be held by Seller at Seller's risk and shall be replaced by Seller if lost, damaged or destroyed. Such materials shall be maintained in good condition at Seller's expense and kept insured by Seller. Such materials shall be used by Seller exclusively in the production of goods for Buyer as required by any purchase order and shall not be used for production of larger quantities than those specified in any purchase orders, or in the production, manufacture, or design of any goods for any other person without prior written consent of Buyer. Such items shall be subject to disposition by Buyer at any and all times and, upon demand by Buyer, shall be returned to Buyer, including any unused materials furnished by Buyer and all spoiled or defective materials or goods which contain any secret or patented device. Nothing in this paragraph shall be construed as imposing any obligation on Buyer to furnish any such items.
10.CONFIDENTIALITY: Seller shall treat as confidential all specifications, drawings, blueprints, nomenclature, samples, models and other information supplied to it by Buyer. Unless the written consent of Buyer is first obtained, Seller shall not in any manner advertise, publish or release for publication any statement mentioning Buyer or the fact that Seller has furnished or contracted to furnish to Buyer goods required by any purchase order, or quote the opinion of any employees of Buyer.
11.TERMINATION: Buyer may terminate any purchase order, at any time and in whole or in part, for its convenience upon written notification to Seller. Buyer's liability shall not exceed the cost of Seller's current inventory of parts or items purchased specifically for the manufacture of goods to be sold to Buyer under the purchase order. Buyer shall not be held responsible for any charges related to any manufacture done in advance of a normal flow time necessary to meet the delivery schedule. In no event shall Buyer have any liability for inventories which are readily useable or resalable.
12.ASSIGNMENT: No purchase order issued by Buyer may be assigned by Seller without the prior written consent of Buyer. Any assignment of any such purchase order by Seller in whole or in part, voluntarily, by operation of law or otherwise without the prior written consent of Buyer shall be void. Buyer may assign this purchase order to any entity purchasing all or substantially all of its assets.