‘Stinger’ is a trade name of ‘Carcomputer USA, Inc’, registered in the state of California, USA.
1.1 These ‘trade terms and conditions’ apply to all offers, quotations, distributor contracts, sales contracts and joint ventures of Carcomputer USA (‘Carcomputer’) to and/or with Buyers (hereinafter 'Buyer') concerning the delivery of Stinger Products and services. These ‘trade terms and conditions’ also apply to agreements other than sales contracts, insofar as these agreements are not governed by other special conditions.
1.2 All stipulations in these ‘trade terms and conditions’ apply to the relationship between Carcomputer and Buyer, as well as companies or other kinds of organizations that are at Buyer’s arm’s length, and/or have the same directing minds as Buyer.
1.3 References made by Buyer to other trade terms and conditions shall not result in their applicability. Carcomputer expressly declines the applicability of trade terms and conditions imposed by Buyer. Buyer hereby expressly agrees with this stipulation at the time of ordering any product or service from Carcomputer.
1.4 In the event of a continued relationship between Carcomputer and Buyer, Buyer will be deemed one of Carcomputer’s ‘selective resellers’.
1.5 In the event of a continued relationship between Carcomputer and Buyer, these trade terms and conditions need not be declared applicable again.
1.6 Agreements between Carcomputer and Buyer shall only be valid if written in the English language.
1.7 Stipulations deviating from these trade terms and conditions shall only apply if agreed on in writing by a Carcomputer board member and Buyer’s representative.
2.1 All offers made by Carcomputer are free of obligation and valid for a period of fourteen (14) days, unless agreed otherwise in writing.
2.2 Agreements between Carcomputer and Buyer are effected by means of a written order confirmation by Carcomputer, and/or Carcomputer announcing execution of activities in writing. Undertakings made by Carcomputer representatives are solely binding on the part of Carcomputer if confirmed in writing by Carcomputer.
2.3 Carcomputer is entitled to amend its prices up to the moment of invoicing.
3.1 The agreed delivery date is never a firm date, unless expressly agreed otherwise in writing by Carcomputer and Buyer. In the event of an overdue delivery, Buyer must issue Carcomputer with a written notice of default, observing a reasonable delivery term of at least thirty (30) working days following the notice of default (the delivery period). At no time is Buyer entitled to claim damages in the event of Carcomputer exceeding the delivery period.
3.2 Although the technical specifications and all Carcomputer communications, including catalogues, brochures, folders, adverts, websites, letters and e-mails have been drawn up by Carcomputer to the best of its knowledge and ability, they are nevertheless estimates and approximations of reality. Buyer shall only be entitled to dissolve this agreement in the event of significant deviations affecting the operation of the products in which case neither party is entitled to compensation.
3.3 Carcomputer is entitled to refuse to accept orders placed by Buyer or, if already accepted, reject delivery if i) acceptance and/or implementation is in direct conflict with (new) laws and regulations, ii) Buyer has failed to meet his obligations towards Carcomputer pursuant to this agreement and/or these trade terms and conditions, and/or iii) Buyer has acted wrongfully against Carcomputer.
4.1 Unless expressly agreed otherwise in writing, Buyer will bear all transportation costs.
4.2 All transports of Stinger Products from Carcomputer to Buyer are insured by Buyer, unless expressly agreed otherwise in writing.
4.3 All risks for loss and damage to Stinger Products purchased by Buyer, pass to Buyer at the time of transportation.
5.1 Subject to the warranty obligations formulated in the "Warranty conditions" included with all Stinger Products and/or on www.stinger.com, Buyer declares not to hold Carcomputer liable for damage incurred by Buyer or third party, caused during the delivery of Stinger Products and/or services.
5.2 Buyer declares that Carcomputer shall not be liable for any form of ensuing and/or consequential damage.
5.3 Carcomputer can only be held liable if a claim is submitted in writing within five (5) working days following the damage and is subject to the other limitations set forth in the Distributor/Dealer Agreement, if a Distributor/Dealer Agreement between Carcomputer and Buyer exists.
5.4 If Buyer resells and/or redelivers the products purchased from Carcomputer, Buyer is obliged to take out appropriate insurance to cover all risks arising from resale or delivery.
5.5 As soon as Buyer puts a Stinger Product into use, Buyer automatically and expressly agrees with the "User agreement" included with that product and/or on https://us.stinger.com or such other web site as is licensed by Carcomputer to Buyer. Furthermore, Buyer shall require that all resellers and end users adopt and approve such User Agreements.
5.6 Buyer hereby declares that he is aware of the fact that Carcomputer neither implicitly nor explicitly encourages and/or enables any breach to the currently applicable law and regulations. Buyer expressly agrees that it is the responsibility of Buyer and its customers at all times to remain informed of all currently applicable laws and regulations, and that it is solely the responsibility and obligation of Buyer and his customers to comply with these laws and regulations. Buyer expressly agrees that it shall not hold Carcomputer liable or responsible for the unauthorized, unlawful and/or illegal use of Stinger Products, Carcomputer DSI Computer and corresponding Carcomputer General and corresponding software, nor for any other violation of the currently applicable laws and regulations committed by Buyer.
5.7 Buyer expressly agrees that Carcomputer shall not be held liable or responsible for any personal injury, injury or damage of a third party, directly or indirectly. Neither shall Carcomputer be held liable for damage as a result of loss of turnover, loss of data or interference to business operations, or for any other commercial and/or tax loss or any other commercial and/or tax loss as a result of, or related to, the use or inability to put into use of the Stinger Products and/or corresponding software, irrespective of cause, and irrespective of the grounds for liability (non-compliance, unlawful act or otherwise), even if Carcomputer could have been aware of the likelihood of damage.
5.8 Buyer expressly agrees that Carcomputer shall compensate neither Buyer nor the end user for installation and/or de-installation of the Stinger Product in any case. Buyer agrees to always test the Stinger Product for correct functioning before installing the Stinger Product or having it installed by a third party. Buyer agrees to clearly communicate to its resellers that they must always test the Stinger Product for correct functioning before installing the Stinger Product and Buyer agrees to include a stipulation to that end in the trade terms between Buyer and its resellers.
5.9 Buyer agrees to indemnify and hold Carcomputer and its directors, officers, employees, agents and affiliates harmless against any and all losses, costs, claims, suits, obligations, demands, damages, liabilities, expenses and reasonable attorney’s fees on account thereof resulting from, arising out of, or in connection with any acts or omissions of Buyer or any of Buyer’s personnel in connection with their activities under this Agreement. This Section 5.9 shall survive termination, expiration or cancellation of any Distributor/Dealer Agreement between Carcomputer and Buyer.
6.1 Buyer must immediately notify Carcomputer in writing in the event of shortages. If shortages are not immediately reported, or if Buyer has signed the consignment note, Buyer is no longer entitled to demand delivery and/or claim for damages.
6.2 Carcomputer must in any case be given the opportunity to examine complaints as to their correctness and accuracy. Buyer is not entitled on the grounds of complaints pertaining to a certain product or service to postpone or refuse payments of other products or services. At no time can Buyer hold Carcomputer liable for loss of profits arising from any claim.
7.1 The warranty conditions included with the Stinger Product or found on www.stinger.com are applicable.
7.2 Carcomputer does not warrant Buyer or end user against defects in materials or workmanship of the installation of the Stinger Product. Carcomputer shall compensate neither Buyer nor the end user for installation and/or de-installation of the Stinger Product, even if installation and/or de-installation is needed due to defects in materials or workmanship of the Stinger Product which are covered under the official warranty of the Stinger Product.
Payment and security deposit
8.1 Unless expressly agreed otherwise in writing, payment for Stinger Products must be made prior to delivery and in accordance with the terms of the Distributor/Dealer Agreement, if a Distributor/Dealer Agreement between Carcomputer and Buyer exists.
8.2 In the event of invoiced payments, Carcomputer is entitled at all times to demand that Buyer provides sufficient security, irrespective of whether a payment term has been agreed. Should Buyer fail to provide sufficient security, Carcomputer is entitled to suspend deliveries pursuant to any agreement.
8.3 Should Buyer fail to meet in full or in a timely fashion his obligations regarding deliveries under the agreement concluded between Carcomputer and Buyer, Carcomputer shall be entitled to defer fulfillment of the agreement(s) and/or to dissolve this agreement without giving a notice of default or judicial intervention in full or in part with immediate effect. In this case, Carcomputer is not obliged to compensate Buyer, notwithstanding Carcomputer's right to damages. In the event of above-mentioned dissolution, the debt(s) owed to Carcomputer relating to these deliveries are immediately payable on demand. Carcomputer is additionally entitled in such an event to defer deliveries pursuant to other agreements, irrespective of whether Buyer has satisfied his obligations under the relevant agreement.
8.4 Should Buyer fail to meet in full or in a timely fashion his payment obligations, Buyer will be charged interest on the outstanding amounts from the due date equal to the 12 month ‘interbank interest rate’ plus 5 percentage points, on an annual basis. Buyer will furthermore be charged all judicial and extra-judicial costs, including costs incurred by Carcomputer for legal assistance and legal advice. Extra-judicial costs amount to 15% of the owed sum without prejudicing Carcomputer's right to additional debt collection charges and without prejudicing Carcomputer's other claims to reimbursement of costs and damage.
Software property and software license
9.1 All software belonging to (one of the components of) Stinger Products purchased by Buyer from Carcomputer remain the property of Carcomputer. Buyer solely purchases the media containing the software and/or hardware that contains no Stinger software, not the software itself.
9.2 If Buyer puts into use the Stinger Product, he will be furnished with the corresponding software under license, and Buyer automatically and expressly agrees with the 'Software License Agreement' delivered with the product and/or found on www.stinger.com/us.
Retention of title
10.1 Until the full purchase price has been settled, Carcomputer has full ownership of all products delivered to Buyer. If Carcomputer has carried out paid work on the delivered products on behalf of Buyer, the retention of title shall remain in force until Buyer has also satisfied this claim. The retention of title shall also apply as long as Buyer has not settled his debts arising from a failure to perform his duties, including interest, costs and fines.
10.2 Payments owed by Buyer serve first and foremost to pay overdue interest and costs owed by Buyer, as well as payments which are due and payable and most overdue, irrespective of whether Buyer has specified that the payment relates to a later or other invoice.
10.3 Should Buyer fail to satisfy all the obligations contained in its agreement with Carcomputer in a full or timely fashion, Carcomputer is entitled to take back the products delivered under retention of title and, if Buyer does not allow access, to gain access to the area(s) in which the products are stored. Where necessary, Carcomputer is irrevocably authorized to access these areas, irrespective of location. Buyer will be issued with a credit note for the market value of the relevant products, which shall not exceed the original invoiced purchase price, less costs of redemption.
10.4 With regard to the delivered products that have been passed into the ownership of Buyer following payment and are still in the possession of Buyer, Carcomputer reserves a right of pledge. Buyer declares that he is authorized to pledge these products, unless Buyer declares otherwise in a written notification to Carcomputer within five (5) working days following the invoice date for the relevant products, in which case Carcomputer is entitled to defer all further deliveries to Buyer and/or dissolve the agreements, and take back all products delivered under ownership rights.
10.5 The Buyer is not permitted to pledge the products delivered by Carcomputer to a third party or to grant rights to a third party, with the exception of the provisions of 10.6.
10.6 Buyer is entitled to sell and deliver to a third party those products delivered under retention of title as part of his normal business operations.
Labels, specifications, trademarks and product
11.1 Buyer is not entitled to remove, damage and/or alter any labels and type and identification specifications applied to the products.
11.2 Buyer hereby declares to use the 'Stinger' brand and other trademarks and/or type specifications used by Carcomputer solely in connection with products marketed by Carcomputer under the Stinger label, and not to use them in connection with other products or brands. All rights to the trademarks used by Carcomputer will remain with Carcomputer, thus do not transfer to Buyer in any way.
11.3 Buyer is not entitled to copy, reproduce or modify the Stinger Product in any way, or have that done through a third party.
12.1 Carcomputer is entitled at all times to defer delivery of products and/or services in the event of force majeure on the part of Carcomputer, without being obliged to pay damages.
12.2 Carcomputer is entitled to invoke force majeure if Carcomputer is hindered in fulfilling its obligations or preparations thereof as a result of circumstances beyond the control of Carcomputer. These include extreme weather conditions, fire and storm damage, theft, transport delays, unforeseen circumstances hindering suppliers or other third parties acting on behalf of Carcomputer, government measures, and all other circumstances affecting Carcomputer's normal business operations.
Kind of businesses served and internet sales
13.1 Buyer expressly agrees not to, directly or indirectly, export the Stinger Product.
13.2 In the event that Buyer violates article 13.1, Carcomputer may immediately terminate its deliveries to Buyer, upon which Buyer will not have any right to claim damages against Carcomputer. Carcomputer will have the right to claim damages against Buyer for, including, but not limited to, potential image damages and trading losses.
13.3 Without the written consent of Carcomputer, Buyer is not allowed to, directly or indirectly, sell the Stinger Product via the internet.
Declaration of nullity
14.1 In the event that any of the stipulations of these trade terms and conditions are declared null and void, the remaining stipulations will remain unimpaired.
14.2 Any invalid stipulation is regarded as replaced by a valid stipulation which is as close as possible to the economic and commercial meaning and purpose of the replaced stipulation.
Governing Law, Dispute Resolution, Divisibility
15.1 All agreements between Carcomputer and Buyer are governed by Florida, U.S.A., and U.S. Federal law.
15.2 Parties agree that, for as much as allowed by judicial law, all court proceedings will be held at the competent court in Florida, U.S.A., unless, and at Carcomputer's sole discretion, otherwise elected by Carcomputer. Should any stipulation of this agreement or any part thereof be declared null and void or otherwise non-binding by a competent court, the other stipulations of this agreement shall remain in full force.
200627 Stinger General Terms Stinger USA & Canada V2.1
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© 2020 Carcomputer USA, Inc.