General Terms of Delivery

I. General

1. All deliveries and services provided by iPX Imaging Development Systems Inc., referred to herein as “iPX,” are based solely on these General Terms and Conditions, referred to herein as “GTC.” These terms and conditions shall apply to any transaction between iPX and any purchaser of its products. Under no circumstances shall iPX be bound by a Buyer’s terms and conditions unless iPX agrees to such terms in writing. The Buyer’s general terms will also not become part of the contract by virtue of acceptance or completion of an order.
2. These GTC shall also apply for all future deliveries and services by iPX even if no subsequent reference is made to them. The Buyer’s general terms shall not be applicable, even if iPX does not expressly contradict or reject them.
3. Amendments and additions to the contract and to technical specifications can only be made by an officer of iPX. Verbal assurances, promises, or declarations by iPX employees will only be binding if they are confirmed by an officer of iPX in writing.

II. Price and payment; Taxes

1. Prices quoted, unless otherwise stated in writing, do not include sales, use, excise, or similar taxes or duties. Buyer shall pay these taxes directly if the law permits or will reimburse Seller if it is required to pay them. Buyer will provide a tax exemption certificate or evidence of tax payment on request. Unless otherwise stated, prices are valid for sixty (60) days from the date specified on the quotation and shall be the delivery date specified in the quotation. Revisions to the desired delivery date by the Buyer and delays not due to iPX’s negligence may be subject to escalation of prices at Seller’s sole discretion.
2. Unless otherwise agreed, prices are understood to be EX WORKS, Incoterms 2010, excluding packaging, which is invoiced separately.
3. Invoices are due for payment immediately without setoff or deduction, unless otherwise agreed by the parties in writing.
4. Payment can be made using one of the methods mentioned in the iPX online shop or on the formal quotation.

III. Offer and conclusion of the contract

1. Offers by iPX are non-binding, except where the parties have expressly otherwise indicated their intent to be bound in writing. iPX can accept the Buyer’s orders within two weeks of receipt of the order by iPX. The Buyer may place its binding order of the products in the shopping cart by clicking the button “place order” or similar on the website of iPX, or by sending a purchase order document to iPX via email, fax, or mail.
2. A contract with iPX is formed when the Buyer receives the order confirmation from iPX via email or iPX commences rendering the products or services.
3. Where iPX issues a written confirmation of order, such confirmation shall be determinative as to the substance and scope of the contract between the parties, unless it was expressly agreed in writing by the parties to the contrary.

IV. Delivery, transfer of risk and Buyer’s cooperation duties

1. Unless otherwise agreed between the parties, the delivery is effected ex-works or warehouse and on account and risk of the Buyer. The risk of loss or damage to the products passes to the Buyer upon dispatch.
2. Delivery dates are estimates only and are not guaranteed. iPX will use every commercially reasonable effort to make shipments as scheduled.
3. iPX shall not be in default if a supplier, with whom a matching cover transaction was entered into, does not perform, does not perform timely, or does not perform correctly, unless iPX is responsible for such incorrect, delayed, or missed self-delivery.
4. Partial deliveries are permissible, provided they are acceptable to the Buyer.
5. If the products are to be shipped out of the United States, the Buyer is responsible for ensuring compliance with all export regulations, particularly for obtaining export permits. If the export regulations are not complied with, iPX is entitled to withdraw from the contract.
6. If the delivery includes products for which iPX must obtain an export permit, the contract will not be deemed binding to iPX until the respective permit is received. The Buyer undertakes to provide all documentation that is necessary for obtaining the permit.
7. If products delivered by iPX are exported by the Buyer, the Buyer is also responsible for ensuring compliance with all laws, regulations, and protective rights at the destination location.

V. Cancellations, Returns and exchanges

1. All product returns require a Return Merchandise Authorization, or RMA, number issued by iPX. Please contact iPX to receive an RMA. No products may be returned without prior written approval of iPX. All returned product without an RMA number will be refused by iPX and a refund will not be issued.
2. Returns and exchanges are subject to the following restrictions:
   1. Products must be returned within 30 days of the original date of purchase.
   2. Purchaser will be charged a 15% restocking fee for any return.
   3. All returned products are subject to inspection by iPX. iPX will only accept products returned in original, undamaged condition. iPX will return to Purchaser any products displaying misuse, damage, or otherwise not in original condition.
   4. Products must be returned in the original manufacturer’s packaging. Products must be packed for shipping in a separate shipping container with the RMA number clearly marked on the shipping container.
   5. Purchaser is responsible for all shipping costs relating to product returns for any reason; original shipping charges will not be refunded by iPX.
   6. If payable, iPX will issue refunds in the same form as Purchaser’s original payment for the products.
3. Cancellations of non-custom made products can generally be made within five (5) business days after iPX has confirmed receipt of the order. Orders for custom products are non-cancellable and non-returnable.
4. iPX may at its sole discretion determine whether to accept a cancellation or to accept a return, or to provide a credit, to replace, exchange, or repair an item. Customized products cannot be returned under any circumstances.

VI. Warranty

VII. Limitation of Liability

VIII. Retention of title

iPX reserves and retains title to products supplied hereunder until payment in full of the purchase price therefore is received by iPX.

IX. Protective rights

1. To the best of our knowledge and belief, delivery is made in the country of the delivery location unencumbered by commercial protection rights or copyrights of third parties, referred to as “Protective Rights.” If a third party files a valid claim against the Buyer for infringement of Protective Rights by products delivered by us and used in accordance with the contract, iPX shall be liable to the Buyer as follows:
   1. At its discretion, iPX will either obtain right of use for the delivery in question to its own cost;
   2. iPX will modify the products in such manner that the protective rights are no longer infringed; or
   3. iPX will replace the delivery with products that are not deficient.
2. If iPX is unable to take any of these steps under reasonable conditions, the Buyer shall be entitled to the statutory rights of rescission or reduction. The obligation to pay compensatory damages is governed by the pertinent law and subject to the liability limits of clause VII.
3. The obligations of iPX stated in paragraphs 1 and 2 of this section are exhaustive in the case of infringement of Protective Rights. They take effect only if:
   1. The Buyer immediately informed iPX about the claim of infringement of Protective Rights by a third party;
   2. The Buyer lends iPX reasonable assistance in defending against the claims and enables modification measures;
   3. iPX reserves the right to take all defensive steps, including making extra-judicial settlements;
   4. The Buyer has not created or caused the violation of the Protective Rights;
   5. The defect of title has not arisen as a result of other information that the Buyer made available to iPX;
   6. The rights infringement did not arise as a result of the Buyer altering the delivered products in an unauthorized manner or using them in a manner inconsistent with the contract.
4. iPX shall not be liable for any remedies whatsoever if the Buyer makes modifications to the delivered products, installs additional equipment, or combines the delivered products with other equipment or devices, and as a result protective rights of third parties are infringed.

X. Solvency

Buyer’s order will be deemed a representation that Buyer is solvent and able to pay for the products ordered. If Buyer fails to make payments when due, or if bankruptcy or insolvency proceedings are instituted by or against Buyer, or if Buyer makes an assignment for the benefit of creditors, Buyer will be deemed to be in default and iPX will have the right to terminate its obligations by written notice to Buyer, but such termination will not affect Buyer’s obligation to pay for products delivered and works in progress.

XI. Prohibited Use

1. Buyer acknowledges that the products are not intended for use in:
   1. Weapons or nuclear-related applications;
   2. Applications involving the human body, including but not limited to endoscopic cameras, implantable cameras, or similar uses; and
   3. Applications where the failure of the products could be reasonably expected to result in personal injury, death, or damage to property, collectively referred to as “Prohibited Applications.”
2. Buyer will not use the products for any Prohibited Applications. If iPX, in its sole discretion, determines that the Buyer uses or is about to use the products for any Prohibited Applications, iPX or its distributors may immediately stop supplying products to the Buyer.

XII. Force Majeure

iPX will not be liable for any failure to perform due to the prospect, occurrence, or results of any act of God, war, civil commotion, acts of civil or military authority, legislation, strike, labor dispute, breakdown of machinery, accident, inability to obtain supplies, raw materials, labor, equipment, fuel, power, components, or transportation, inability to obtain any necessary import or export or other licenses or the consent of any governmental authority, or any other cause or circumstances whatsoever beyond its control, whether similar or dissimilar to the foregoing.

XIII. Applicable law, Venue, Severability, Amendments

1. These GTC and any and all disputes arising out of any interaction between iPX and another party are governed solely by the law of the Commonwealth of Massachusetts, excluding conflict of law rules.
2. All disputes under these terms and conditions shall be resolved by the state or federal courts of the Commonwealth of Massachusetts and the parties all consent to the jurisdiction of such courts, agree to accept service process by mail, and hereby waive any jurisdiction or venue defenses otherwise available.
3. If individual provisions of this contract conflict entirely or in part with compelling law or for any other reason be invalid or ineffective, the validity of the remaining provisions shall be unaffected thereby. Invalid provisions shall be deemed to be replaced by such valid provisions that shall implement the economic purpose of the invalid or unenforceable provision to the greatest extent possible. The same applies in gaps of the GTC and/or the contracts.
4. Amendments to these GTC, ancillary agreements and addenda, and any agreements as to quality or the provision of warranties shall only be valid where contained in an express written agreement of the parties.