These terms are the sole terms that govern the sale of goods and services between Digital Sputnik Lighting OÜ (“DSL”) and you (“the Buyer”). They shall be to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any document) and prior agreements or arrangements between the parties.
1. APPLICATION OF TERMS
1.1 Each order for products by the Buyer from DSL shall be deemed to be an offer by the Buyer to buy goods subject to these terms and conditions.
1.2 No order placed by the Buyer shall be deemed to be accepted by DSL until an acknowledgement of order is issued by DSL or (if earlier) DSL delivers the products in accordance with condition 3.
1.3 Any written quotations given before the acknowledgement of order shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated all quoted prices are in EUR (Euros).
2. PRICE AND PAYMENT
2.1 The price payable for the products shall be the price as stated by DSL at the time of order. For information on the prices applicable to the products, please contact DSL on the contact details contained on DSL’s website. DSL specifically reserves the right to change the prices of its products at any time and without notice.
2.2 Unless expressly stated otherwise the price payable for the products shall be exclusive of VAT (if applicable), duties, and carriage and freight if delivery is requested or required.
2.3 All orders must be paid in full prior to shipment via wire transfer, cash equivalent (such as money order, cashier’s cheque, or personal cheque drawn from a recognised bank), or credit card. Credit card payment via VISA, MASTERCARD, or AMERICAN EXPRESS is provided as a convenience with valid credit card authorizations. All credit card payments will be subject to a 3,5% handling charge and such handling charge is subject to applicable VAT. Please contact Digital Sputnik Lighting OÜ for ‘Remit To’ information when transferring bank to bank payments.
2.4 No more than three separate credit cards may be used per order. DSL reserves the right to reject any order. DSL will credit or refund any payments made if DSL rejects the order.
2.5 All orders are payable in EUR (Euros).
3. DELIVERY & ACCEPTANCE
3.1 All product shipments shall be made “ex works” (Incoterms 2010) from the DSL facility at Niine 11, Tallinn 10414, Estonia (“DSL Facility”) at which time title and risk of loss shall pass to the Buyer.
3.2 Any shipment of the products from the DSL Facility shall
3.2.1 be at the cost of the Buyer with such costs being payable prior to shipment; and
3.2.2 be at the risk and the Buyer who shall be obliged to maintain insurance against damage of the products during shipment.
3.3 In the absence of specific shipping instructions from the Buyer, DSL will ship by the method it deems, at its sole discretion, to be most advantageous.
3.4 Unless otherwise specified, products will be shipped in standard commercial packaging. Where special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer.
3.5 Any dates specified by DSL for delivery of the products are intended to be an estimate without commitment and time shall NOT be of the essence in relation to the same. DSL will not be liable for any loss, damages or penalty resulting from delay in delivery. If products are unavailable, DSL will have no obligation to provide substitute goods and DSL’s sole liability will be to return any deposit or price paid for the unavailable product.
3.6 Acceptance of the product by the Buyer shall occur no later than the end of the seventh working day after the Buyer receives the Products on the basis that shipments shall be made “ex works” (Incoterms 2010) from the DSL Facility . Products not rejected during this period shall be deemed accepted, and all returns shall be handled in accordance with condition 4 (Cancellation & Returns). Subject to the right to cancel under condition 4.1 products cannot be rejected by Buyer based on criteria that were unknown to DSL or based on test procedures that DSL does not conduct.
4. CANCELLATION & RETURNS
4.1 The Buyer has the right to cancel the contract at any time up to the end of seventh working day after the date the Buyer receives the products or up to the end of the tenth working day from the date of purchase (whichever is the later), provided that the products are in an unused and unopened condition.
4.2 To exercise the right to cancel, the Buyer must give written notice to DSL by hand, post or e-mail, at the address or e-mail address shown in the order acknowledgement, giving details of the products ordered and (where appropriate) their delivery.
4.3 If the Buyer exercises their right of cancellation after the products have been delivered, the Buyer will need to obtain a Return Merchandise Authorization (“RMA”) from DSL which will identify the address to which the unused and unopened products are to be returned to.
4.4 Upon receipt of the RMA the Buyer will, within ten (10) days from the date the RMA is issued, be responsible for delivering the unused and unopened products to DSL at their own cost and in the original shipping materials. All product received ten (10) days after the RMA was issued will not be considered eligible as a return for credit and DSL will be entitled to return the products to Buyer at the Buyer’s cost.
4.5 Once you have notified DSL that you are cancelling the agreement, and subject to condition 4.4, 4.6 and 4.7, DSL will refund or re-credit you within 30 days for any sum that has been paid by you or debited from your debit or credit card for the products
4.6 If the products are used and opened, DSL reserves the right to refuse a refund under conditions 4.3 to 4.5 unless and until DSL has carried out such evaluations and test of the product as is deemed necessary to ascertain the re-saleability of the product.
4.7 Following completion of an evaluation under condition 4.6 or indeed in respect of any return of the products pursuant to your cancellation DSL shall be entitled (in their absolute discretion) to deduct any one or more of the following from the original sums paid by the Buyer:
4.7.1 a sum equivalent to 30% of the original sale price as a restocking fee;
4.7.2 a reasonable sum representative of any damage which is caused to the products before they are returned; and
4.7.3 the cost of the evaluation under condition 4.5 (if applicable) which, where possible, shall be notified to the Buyer in the RMA.
4.8 In the event that the products are to be returned to DSL it is recommended, for the Buyer’s protection, that the Buyer uses a
traceable and insurable form of mail for shipment.
4.9 Notwithstanding any condition to the contrary DSL will not accept a return of a lighting system with a run time in excess of 25 hours.
5. RESTRICTIONS ON USE
5.1 The Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or light processing of DSL products without express written consent from DSL.
5.2 The Buyer will not develop tools from DSL products or use non-DSL approved tools, products, or software with DSL products without express written consent from DSL.
5.3 Buyer will not cause or permit any reverse engineering of DSL products.
6. WARRANTIES / REPAIRS & LIABILITY
6.1 DSL warrants to the Buyer that all products will be of good quality and workmanship and free from material defects. Upon the expiration of the time periods identified below, all liabilities of DSL will terminate. In no event shall DSL be liable for consequential damages.
6.2 If the products fail to comply with the warranties given in this condition 6 and the Buyer notifies DSL within the below mentioned warranty periods, DSL shall without charge for parts and labour (in its sole discretion) repair or replace the defective product or refund the price of the same. The warranties given in this condition 6 are non-transferable and are only applicable to the Buyer.
6.3 DSL’s warranties under this condition 6 do not include products that have defects or failures resulting from:
6.3.1 alterations, modifications or repairs by the Buyer or unauthorized third parties; and /or
6.3.2 accident, disaster, neglect, abuse, misuse, improper handling or storage by the Buyer.
This includes, but is not limited to water damage, exposure to weather conditions, operators negligence, improper electrical/power supply, transportation damage, lack of maintenance, mould in the light module from improper storage, droppage, modification to the power supply, opening the power supply, use of non-DSL cables or third party accessories etc.
6.4 DSL products are compatible with DSL software, DSL parts, and DSL products only. The use of any software, parts, or products other than DSL or DSL approved software, parts, and products voids any and all warranties given in this condition 6.
6.5 Some DSL products carry more bespoke warranties and as such the warranties contained in this clause 6 shall be subject to any varying warranty terms that DSL may notify the Buyer at the time of their order.
6.6 Standard Warranty
6.6.1 For DS products a standard warranty is granted to the original purchaser for a period of three (3) years, parts and labour.
6.6.2 LED Board Upgrade. A standard warranty is granted for LED Board upgrades and associated parts and labour for a period of ninety (90) days.
6.6.3 DSL Refurbished Products. A standard warranty is granted for DSL products sold as refurbished for a period of ninety (90) days.
6.6.4 The Standard Warranties noted in conditions 6.6.1 to 6.6.3 covers parts and labour charges for products that have been returned pre-paid shipment to an Authorized Service Center.
6.6.5 If the Buyer wishes to make a warranty return, he must notify DSL and obtain an RMA in accordance with condition 4.3. Upon receipt of the RMA the Buyer will, within 10 days of receipt of the RMA, be responsible for delivering at their sole risk and cost the damaged products to such address as is noted on the RMA.
6.6.6 Any repaired or replaced product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period as set forth above. DSL may use refurbished parts for warranty repair.
Any parts replaced during warranty repair are the property of DSL and will not be returned to Buyer.
6.6.7 The Standard Warranty effective dates for warranties under conditions 6.6.1 to 6.6.3 is the date of “ex works” from the DSL Facility or when Buyer picks up product at designated DSL shipping facility.
6.7 Third-Party Warranty
6.7.1 DSL does not honor warranty agreements extended by third parties. Only warranty agreements granted by DSL will be honored by DSL.
6.8 DSL Re-Certified Product Warranty In this condition “Customer” is defined as an entity who obtained DSL product by other means than directly from DSL. Product re-certification is only available to a Customer and is limited to a one re-certification per Customer upon a change of ownership. A Customer will be required to register the product with DSL.
6.8.1 A product that is not possessed by the original Buyer may be sent to an Authorized DSL Service Center for an evaluation fee of €100.
6.8.2 DSL will provide a quotation for the re-certification of the product to existing DSL product specifications at time of repair. The Customer is responsible for all costs associated with such re-certification, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs.
6.8.3 Upon completion of re-certification, Customer may be offered a DSL ReCertified Product Warranty for an additional cost.
6.8.4 A DSL Re-Certified Product Warranty is valid for a period of ninety (90) days after the warranty is accepted by the Customer.
6.9 Non-Warranty Repair
6.9.1 A Product that no longer qualifies for Warranty Repair may be sent to an Authorized DSL Service Center for an evaluation fee of €100.
6.9.2 If the product is sent to DSL for non-warranty repair by the original Buyer, the evaluation fee of €100 is waived by DSL.
6.9.3 DSL will provide a quotation for the repair of the product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, and shipping costs.
6.9.4 Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer providing always that only the components that were repaired or replaced will be eligible for the 90-day warranty period. DSL may use refurbished parts for non-warranty repair. Any parts replaced during non-warranty repair or upgrades are the property of DSL and will not be returned to Buyer.
6.10 Except as specifically set forth above, all other warranties, conditions, representation or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to the DSL product or any component thereof are, to the fullest extent permitted by any applicable law, excluded from this agreement including any warranty as to the performance or result of the DSL product.
7. INSPECTIONS
7.1 Customer Source Inspection. A fee of €100 will be charged for any order requiring customer source inspection or receipt of goods, at the DSL facility.
7.2 No-Trouble Found Inspection Fee. Any product sent to DSL for inspection or evaluation where DSL finds no defects or problems with DSL product will be subject to a No-Trouble Found Inspection Fee of €100. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to DSL.
8. LIMITATION ON LIABILITY
In this condition the term “DSL” refers to Digital Sputnik Lighting OÜ, its officers, employees, other representatives and licensors.
8.1 Subject to condition 8.5:
8.1.1 DSL’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this agreement shall be limited to lower of the amounts paid to DSL for products supplied under the specific purchase order or the sum of €15,000.
8.1.2 DSL shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused and whether DSL were notified of the possibility of such damage) which arise out of or in connection with the purchase, use or otherwise of the products
8.2 For the avoidance of doubt DSL shall not be liable for any loss, claim or damages whatsoever whether direct, indirect or consequential arising out of any late delivery of the products nor shall they be liable for the cost of procurement of substitute goods by the Buyer.
8.3 The limitation set forth herein shall apply:
8.3.1 to all liabilities that may arise out of third-party claims against the Buyer;
8.3.2 where the damages arise out of or are related to this agreement; and
8.3.3 notwithstanding any failure of essential purpose of any limited remedy.
8.4 For the avoidance of doubt the Buyer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the products from DSL. The importation or exportation of the products to the Buyer may be prohibited by certain national laws. DSL makes no representation and accepts no liability in respect of the export or import of the products to the Buyer.
8.5 nothing in these terms & conditions excludes or limits the liability of DSL for death or personal injury caused by their proven
negligence.
9. INDEMNIFICATION
9.1 The Buyer shall indemnify, defend, and hold DSL and DSL’s officers, agents and other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by the misuse of the product or by the negligent or willful acts or omissions of the Buyer its officers, employees, agents or other representatives, or (ii) based on any breach of this agreement by the Buyer in particular any use of DSL’s proprietary rights in the product as identified in condition 10.1.
10. PROPRIETARY INFORMATION
10.1 DSL retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all DSL designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of DSL.
10.2 The products are offered for sale and sold by DSL on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. DSL and its licensors expressly reserves all intellectual property rights in the product.
11. DATA PROTECTION
11.1 DSL will take all reasonable precautions to keep the details of your order and payment secure, but unless DSL is negligent, DSL will not be liable for unauthorized access to information supplied by the Buyer.
11.2 DSL will use the information the Buyer provides for the primary purpose of fulfilling the Buyer’s order. Despite this DSL will notify the Buyer of other DSL products and offers that may be of interest to the Buyer from time to time.
11.3 The Buyer may
11.3.1 stop DSL from sending them DSL product and offer information;
11.3.2 correct information about the themselves; or
11.3.3 wish the information be deleted by notifying DSL of this fact in writing to Digital Sputnik Lighting OÜ, Niine 11, Tallinn 10414,
Estonia.
12. GENERAL
12.1 Waiver. No forbearance or delay by DSL in enforcing its rights shall prejudice or restrict the rights of DSL and a failure of DSL to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
12.2 Severability. If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall, to that extent, be deemed omitted but the remaining provisions shall continue in full force and effect.
12.3 Third Party Rights. A person who is not a party to this agreement shall not be entitled to enforce any term pursuant to the Contracts (Rights of Third Parties Act) 1999.
12.4 Force Majeure. DSL shall have no liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party.
12.5 Agency, Partnership. Nothing in this agreement shall be held, implied or deemed to constitute a partnership, joint venture, agency or other relationship between the parties.
12.6 Complete agreement. The terms and conditions set forth herein comprise the entire agreement between DSL and the Buyer and the Buyer acknowledges that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into these terms or the purchase orders provided by DSL from time to time.
13. GOVERNING LAW AND JURISDICTION
13.1 The sale of any DSL product to the Buyer is considered to take place in Estonia and therefore this agreement and any dispute arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Estonian law and DSL and the Buyer submit to the exclusive jurisdiction of the Estonian courts and waive all rights to have disputes brought elsewhere.
13.2 For the avoidance of doubt this agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
