The following terms and conditions (“Terms and Conditions”) are for the sale of products or services (“Products”) by
Decode d.o.o. (hereinafter referred to as “Decode”) to Decode’s customers (“Customer”). These Terms and Conditions
shall apply to the exclusion of all other terms referred to in any purchase order, acknowledgment, confirmation or any other documentation issued by either party.
This agreement can only be modified in writing signed by authorized representative of both parties.
- ORDERS - Orders will be initiated by Customer identifying the product, quantity, part number and price. Orders are subject to Decode’s acceptance. All orders are to be paid in advance unless otherwise agreed between Customer and Decode. Decode reserves the right to refuse an order at its discretion.
- PRICES - Unless otherwise stated in writing from Decode, prices are for Products only and do not include applicable taxes, duties, handling, freight, or any other fee or charge. Prices are subject to change without notice. Payments should be made according to instructions provided.
- TERMS OF PAYMENT - Terms are Payment in advance unless otherwise agreed by Decode in writing. Accepted payment methods are wire transfer, credit cards and PayPal. Checks and Western Union payments will not be accepted. For orders over 1000 Euros, Wire transfer is preferred. Wire transfer payment usually take 3-5 business days to clear. We will not ship your order until your payment is verified by our bank.
- DELIVERY - Products are shipped by Decode at Customer’s cost and risk to the address indicated in the order. Selection of the carrier and delivery route will be made by Decode unless specifically designated by the Customer. Decode will endeavor to meet requested delivery dates and quantities as ordered by Customer. However, Customers acknowledges that shipment and delivery dates provided by Decode are estimates only, and that Decode will not be liable for failure to achieve such dates. For the avoidance of doubt, delivery of Products within 30 days of the requested delivery date shall constitute full delivery. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Products are deemed accepted by Customer unless Customer notifies Decode of shortages, damage, or defects in writing within 5 business days of delivery.
- INCOMING INSPECTION -Buyer shall perform incoming inspection as necessary to ascertain that the Products shipped correspond to the placed order and the order confirmation. Buyer must reject those Products that do not correspond to the order confirmation if any such inspection is done by the Buyer within fine (5) business days as from the receipt of shipment. Buyer’s failure to perform the incoming inspection shall result in the acceptance of the delivered Products.
- WARRANTY - Decode’s warranty covers for a period of 12 months from delivery proven defects due to bad material or poor workmanship of Decode’s hardware. Under the warranty, Decode undertakes, at its own discretion, to repair, replace or reimburse the purchase price of the defective hardware or part. It is the Customer’s responsibility to arrange and pay the return shipment to Decode. Return shipment will only be accepted under the conditions of Decode’s Return Material Authorization Request form. Repaired or replaced hardware will be warranted hereunder only for the remaining portion of the original warranty period. Any guarantees or additional warranty are expressly excluded. Replaced hardware becomes Decode’s property. The Customer shall bear the associated costs of replacement of defective hardware (i.e. removing, transporting and reinstalling). Excluded from Decode’s warranty are all defects, which result from normal wear and tear or damaging external influences (e.g. electromagnetic, electrolytic, chemical, weather, air pollution), unapproved repairs, improper maintenance or storage, failure to observe the user manual and mounting instructions, excessive loading, inappropriate or insufficient testing, inappropriate material or processes, failure to implement updates or upgrades of firmware or software as recommended by Decode. Before mass-production, Buyer shall perform tests as necessary to assure that the Products are fit for the purpose intended by the Buyer. Samples do not constitute a warranty of quality or characteristics. Decode excludes the warranty for Products that are not identified as “Initial Production”, “Mass Production” or “End of Life”. The warranty terminates upon the Customer’s breach of an obligation under these General Terms and Conditions.
- PRODUCT RETURN - Customer may return Product to Decode only with a return material authorization (RMA) document issued by Decode. Customer must notify Decode of a return for Product warranty in writing stating the specific Product defect within the warranty period. Decode will only issue an RMA if the defect (either visual or Product warranty) is created solely by Decode or the original manufacturer and only if Customer meets the notice requirement. Decode will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. After receiving an RMA, Customer must return the Product adequately packaged to prevent any (further) damage to Product during shipment with the RMA identified on the exterior of the Product packaging. Product returned by Customer with an RMA without proper packaging may forfeit credit by Decode.
- CLAIMS - Complaints on the quantity or quality of the hardware Product must be substantiated by Customer in writing within 7 days after receipt of the Product. The claim can be raised via contact form on our website or via email provided on Decode’s website.
- LIMITATION OF LIABILITIES - Customer shall not be entitled to, and Decode shall not be liable for, loss of profit, promotional or manufacturing expenses, overheads, business interruption costs, loss of data, removal or re-installation costs, injury to reputation or loss of customers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature. Customer’s recovery from Decode for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise.
- FORCE MAJEURE - Decode is not liable for failure to fulfill its obligations under this agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, material or Product shortages or allocations, strikes, criminal acts, terrorism, delays in delivery or transportation, or inability to obtain labor, materials, or Products through regular sources).
- OWNERSHIP - Ownership of the hardware rests with Decode until receipt of full payment. The ownership of the intellectual property rights in the Product remains with Decode or its licensors. The information contained in this website (including but not limited to) artwork, data, frames, graphics, illustrations, logos, names, photographs, service marks, software, sound, text, trade marks or any other material in whatever form and the structure of the website itself, copyright of which belongs to Decode, may not be copied, transmitted, amended or reproduced in any form whatsoever without our prior written consent.
- TECHNICAL INFORMATION - Instructions, recommendations, data and drawings in summaries, brochures, data sheets, manuals catalogs and Decode’s website are not binding and do nor constitute a warranty (of characteristics, completeness or other). Decode may modify such information without notice.
- FREE-OF-CHARGE TECHNICAL SUPPORT SERVICES - Decode delivers certain free-of-charge services before or after sales, but in the sole discretion of Decode. Technical advice is available on a best effort basis within a few days response time. Failure analysis can take up to 30 days until information is available. The Customer agrees to provide, upon Decode’s request, access to all information, documents and files necessary to perform the services. Additional service levels are available against a separate agreement and a surcharge.
- CONFIDENTIALITY - Technical information, drawings, prices, and offers may not be copied, modified or disclosed to third parties.
- EXPORT CONTROLS - Customer represents that the Product will not be shipped to any countries subject to embargo, export controls or other restrictions under any applicable law or regulation and that he/she is not on a denied person or entity list. At Decode’s request, Customer will sign a letter confirming the above.