Using Battery Analyzer in New Zealand, including previously sold Software Licenses without our written consent is prohibited.
29 August, 2014
1. GENERAL SALES TERMS.
These Sales Terms and Conditions supersede and replace any previous communications, representations or agreements you may have had with us. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to these Sales Terms and Conditions, expressly rejected and will not be binding upon us.
We will sell, license, and you will purchase the Products and Services, as described in Invoice Proforma.
Specifications for the Products are referenced in Appendix to Invoice Proforma.
You will test the Products and evaluate them for compliance with technical requirements or marketing suitability.
We provide you with the non-transferable Software License(s) as described in Appendix to be used on your computers only.
We will provide online assistance with the Product Software and Hardware initial set up for your testing purposes within one month from the Product Delivery.
If requested by you, and only with the purchase of additional Software Licenses, we may provide the necessary consultation, assistance, components and instructional material of our format to assist you in building your own prototypes. The costs associated with that Service will be described in Appendix to Invoice.
2. INTELLECTUAL PROPERTY
We do not grant you any ownership of the Software. You will receive license(s) to operate Software on your personal computer(s). Title to Software remains with the applicable licensor.
Software License is not transferable from one computer to another.
You are not allowed to distribute, publish or share any part of the Software and/or corresponding documentation.
3. PRICES AND PAYMENT TERMS
Prices for the Products and Services are in New Zealand Dollars.
For the International Transaction purposes, the ANZ’s retail foreign exchange rate for Buy IMT (TT) transactions applicable on the day of Invoice applies.
ANZ’s retail foreign exchange indicative rates for Buy IMT (TT) transactions could be found online:
Purchase price for the Products, plus shipping is to be paid by you in advance in NZ dollars into Supplier’s bank account by the Bank Transfer (TT).
You bear costs of International transaction fees including correspondent bank fees if any applied.
Invoices to be paid within 3 working days from the date specified on the invoice.
You must advise us via email about the date the payment was made.
4. TAXES, FEES AND DUTIES
Custom fees, taxes and duties at the port of entry, federal, state and local taxes and duties, inspection and certification fees are solely your responsibility.
5. DELIVERY/ TITLE/ RISK OF LOSS
We will deliver tangible Products by means of New Zealand Post International Courier. Title and risk of loss for shipment of tangible Products (other than Software) shall pass to you when such Products are delivered to the transportation carrier – New Zealand Post Office. We are not responsible for insuring shipments or for any loss or damages to Product during shipment.
NZ Post Standard Compensation Limit for International Courier is $2000 NZD, please refer to their site at www.nspost.co.nz
We will deliver tangible Products to New Zealand Post for International shipment within 5 working days after payment received and cleared.
6. NO RETURN POLICY
Products are provided on “As Is” basis without warranty of any kind, either expressed or implied. Products are not offered or sold as “new.” Products have been previously used.
We do not allow the return of Software or Hardware Products.
7. LIMITATIONS ON USE
You agree and represent that you are buying Products for your own internal use, for testing and evaluation for compliance with technical requirements or marketing suitability and not for resale.
The Products will not be offered by you for sale or otherwise marketed or installed in the areas where they can present the risk to public or occupational safety and health or create the risk of property damage.
If Product purchased from us or Product prototype is built with our assistance is intended for commercial use it may be subject to applicable regulations. You accept full responsibility for and agree to comply fully with applicable regulations, including but not limited to those by National Electrical Code, the Occupational Safety and Health Act, Federal Communication Commission regulations, and National Fire Protection Association regulations, including obtaining on your own expense required certifications and/or permits.
8. RISK AWARENESS
Products offered by us are designed for testing voltage and capacity, charging and discharging of the standalone NiMH batteries or high voltage battery pack physically removed from and not connected to the vehicle.
You acknowledge that above-mentioned tests will only be conducted by qualified auto electrician authorized to work on high voltage hybrid batteries.
You acknowledge your full awareness that working with the electrical equipment and/or hybrid batteries could result in personal injury, loss of life or property damage. You accept full responsibility to use products in any such applications at your sole risk.
9. SAFETY CERTIFICATION
Major critical components used in our Products (e.g. power supply, relays, high voltage plugs, sockets etc.) are sourced within New Zealand. They normally bear manufacturer’s part number and labels and may already contain safety markings (e.g. UL).
However the Product you are getting from us is custom made in one unique exemplar and will not be undergoing certification as a whole to be in compliance with the applicable Underwriters Laboratories (UL) rules and regulations or similar authority.
10. INDEMNITY AND LIMITATION OF LIABILITY
We will not be liable to you for any direct, indirect, special, incidental or consequential damages, including without limitation loss of income, profits, data, operational efficiency, use of information, arising from the purchase of our Product or Service regardless of the form of action or theory of relief, even if advised of the possibility of such damages. We are not liable for any claim made by a third party or made by you for a third party.
You indemnifies us against any loss or damage (including legal costs on a solicitor-client basis or expenses reasonably incurred) ) arising from any Product use or test results obtained or implied and conclusions made based on those results by you, your employees, your clients or any other party associated with you.
You shall defend, indemnify and hold us harmless for any expenses that you may incur by reason of the prohibition against continued use of the Products.
11. CONFIDENTIALITY AND NAME
Confidential Information means all Information regardless of the form it takes, the manner in which it is communicated to you, relating to:
a) business, financial or commercial arrangements of your purchase from us or us providing service or selling or offering products and services to you;
b) the Product Hardware and Software Specifications, Schematics, Photos and Videos of the Product Interior and Exterior Design,
c) guidelines and help files
other than information which at the time of disclosure to you was on our web site www.hybrids.co.nz.
You agree not to disclose any material relating to and provided by us that might reasonably be understood to be confidential or to have been disclosed in confidence.
You shall not, except with the prior written consent of the us, either directly or indirectly use, copy, publish or disclose to any person, or permit to be disclosed to any person, any Confidential Information.
You agree that the contents of purchase and sales of Products and Services between us and you shall remain confidential and shall not be disclosed to any other party except where such disclosure is reasonably necessary to give effect to the terms and conditions of that purchase and sales.
You may not use and may not authorize others to use our company name, our web site name or our Directorâ€™s name in association with any product or service, training program or classes, trade exhibitions or events without our prior written consent.
12. DISPUTE RESOLUTION AND GOVERNING LAW
The laws of New Zealand shall govern purchase and sales or products and services and you agree to submit to the exclusive jurisdiction of the New Zealand courts.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to our sales to you and your purchase from us.
You agree to resolve any dispute or difference arising out of or in connection with Purchase and sales in the spirit of good faith by negotiation.
If any dispute is not resolved by negotiation you and us may agree to mediation before an independent mediator or that dispute may be finally resolved by arbitration before a sole arbiter agreed by you and us who will decide the dispute in accordance with the substantive law of New Zealand.
13. FORCE MAJEURE
We will not be liable for failure to fulfill our obligations or for delays in delivery or performance due to causes beyond our reasonable control, including loss of third-party telecommunications, connectivity or similar infrastructure. Our time for performance of any such obligation will be extended for the time period of such delay.