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Terms and Conditions of Sale was last modified on September 13, 2019.
In these Terms and Conditions of Sale:
1.1. "a Contract" means any contract between the Company and the Purchaser for the sale and purchase of the Products, incorporating these Terms and Conditions of Sale;
1.2. "Content" means has the meaning ascribed to it in Clause 15.7;
1.3. "the Company" means MIKROELEKTRONIKA DOO BEOGRAD (ZEMUN), a corporation organized and existing under the laws of Serbia, registered in the corporate registry of the Agency for Commercial Registries of the Republic of Serbia under the corporate number 20490918, and its registered address at Batajnicki drum 23, 11186 Zemun, Belgrade, Serbia;
1.4. "the Customer" means the Purchaser which is a physical entity purchasing the Products for purposes that are not of business or commercial nature;
1.5. "the Purchaser" means the physical or legal entity purchasing the Products from the Company;
1.6. "Products" means and includes:
1.7. “Products Free of Charge” means the Products supplied by the Company to the Purchaser free of charge, when permitted to be free of charge by the Company. In reference to Products Free of Charge, the term “purchase”, “purchasing” used in these Conditions, shall be read as to mean “made available or supplied by the Company free of charge”;
1.8. "Software Product" means the software Product supplied by the Company to the Purchaser;
1.9. "Hardware Product" means the hardware Product supplied by the Company to the Purchaser;
1.10. "High Risk Activities" has the meaning ascribed to it in Clause 11.11;
1.11. "Intellectual Property" has the meaning ascribed to it in Clause 15.5;
1.12. "Consultation" means the consultations which are provided by the Company to the Purchaser and which are not related to investigation of a Problem;
1.13. "Problem" means any reproducible failure of the Product(s) to perform in all material respects in accordance with the Company's product specifications and/or documentation ("nesaobraznost");
1.14. "Problem Resolution" means an action performed by the Company in response to a reported Problem;
1.15. "Problem Report" means the problem report sent by the Purchaser to Company in order to request investigation in a Problem;
1.16. "Repair Time" means the number of Working Days from when a Problem is fully reported to when an answer, resolution, or a workaround which rectifies the is proposed to the Purchaser;
1.17. "Feedback" has the meaning ascribed to it in Clause 13.3;
1.18. "First Response Time" means the time from when a complete Problem Report has been received by the Company, to when it has been acknowledged and confirmed to the Purchaser by a technical support person at the Company;
1.19. "Premium Technical Support Service" means obligations and services further described in these Conditions, primarily divided into Consultation, Problem Analysis and Problem Resolution, in any case being considered a Product for legal purposes of these Conditions;
1.20. "Problem Report ID Number" is the number, which is sent to a Purchaser in the response to an issued Problem Report. This number should be referred to in all contacts regarding the case;
1.21. "Premium Technical Support Service Period" means the period in time when the Premium Technical Support Services under these Conditions are provided to the Purchaser;
1.24. "Site" means any and all websites (domains, including any subdomains, as well as any content available on such domains) owned and/or operated by the Company;
1.25. "Submissions" has the meaning ascribed to it in Clause 14.1;
1.26. "Terms and Conditions of Sale" or “Conditions” means this document;
1.27. “Third-Party Sites” means websites owned and/or operated by third parties;
1.28. "Unmodified Product" means the Product as delivered by the Company;
1.29. “User Generated Content” means any and all types of information, including the Feedbacks and Submissions, that the Purchaser publishes, displays, uploads, discloses, transmits, stores, shares or otherwise makes available (“post”) to third parties as a result of the use of the Product, including the Sites;
1.30. "Working Day" means a normal eight (8) hour business day in the Republic of Serbia;
1.31. references to "the Conditions" shall mean references to these terms and conditions as from time to time amended or varied in accordance with condition 2 below, whereby a reference to “the condition” or “clause” shall mean reference to an individual condition/clause contained herein.
1.32. references to "Contact Person(s)" shall be references to persons designated by a relevant party for a relevant matter.
2.2. The Conditions describe in detail the Purchaser’s rights and obligations and the Company’s rights and obligations relating to the Product. These Conditions constitute a contract between the Purchaser and the Company. If the Purchaser does not agree to these Conditions, it does not have the right to access or use any Product.
2.4. The Conditions may change in the future. If the Company makes a change of these Conditions, the Company will provide the Purchaser with an advance notice, although in some situations, such as where a change is required to satisfy applicable legal requirements, an amendment or update to these Terms and Conditions of Sale may need to be effective immediately. The Company will announce changes in this document at its Site, and the Company also may elect to notify the Purchaser of changes by sending an email to the address the Purchaser has provided to the Company. If the Company does update these Conditions, Purchaser is free to decide whether to accept the Conditions or to stop using the Product. The Purchaser’s continued use of the Product after the effectiveness of that amendment or update will be deemed to represent the agreement with, and consent to be bound by, the new Terms and Conditions of Sale. If the Purchaser does not agree with all or part of the revised Terms and Conditions of Sale, it should not continue to use the Product and cancel any registration with the Company it has.
3.1. Subject to any variation under this Clause 3.1, the Contract shall be on these Terms and Conditions of Sale to the exclusion of all other terms and conditions of sale (including any terms and conditions of sale endorsed upon, delivered with or referred to in any purchase order or other document sent by the Purchaser to the Company) and no variation or alteration of these Conditions or representations about the Products shall have any effect unless expressly agreed in writing between the Company and the Purchaser and signed by the director of the Company, or a person expressly authorized in writing by the director. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Conditions and/or a Contract.
3.2. Each order or acceptance of a quotation for Products by the Purchaser from the Company shall be deemed to be an offer by the Purchaser to buy Products subject to these Conditions. No order placed by the Purchaser shall be deemed to be accepted by the Company until a written acceptance of order is issued by the Company or (if earlier) the Company delivers the Products to the Purchaser.
3.3. Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acceptance of order to the Purchaser. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
4.1. Unless otherwise agreed by the Company in writing, the price for the Products shall be the price set out in the Company’s price list relevant to the type of transaction as at the date of delivery or deemed delivery. The Company reserves the right to amend the price quoted for the Products before delivery of them.
4.2. Unless otherwise agreed in writing, the prices for the Products are exclusive of VAT paid or payable by the Company which shall be added to the price and shall be paid by the Purchaser when it is due to pay for the Products.
4.3. The Company reserves the right:
4.4. Should the Company reduce the price on any Product within 14 calendar days from the date of delivery to the Purchaser, the Purchaser may request a refund or credit of the difference between the price invoiced and charged and the current selling price. The Purchaser shall within 14 calendar days of the price change contact the Company and request such refund or credit. This condition shall not mean to include limited-time price reductions, such as those that occur during special sales events (such as Special Offers, Weekend Offers, etc.).
5.1. The Company can permit use of the Products Free of Charge, under these Conditions. However, the Company reserves the right to, at any time, and in its sole discretion, introduce charges for use of the Products Free of Charge, which charges will transparently, and sufficiently in advance be communicated to Purchaser, either by amendments of these Terms and Conditions of Sale which shall introduce details on such charges, or by other suitable means of communication. The Company shall at no time be allowed to charge the Purchaser for any of the Products Free of Charge until the Purchaser agrees with such charges by accepting the updated Terms and Conditions of Sale, or by accepting such charge otherwise communicated to it by the Company.
5.2. Products Free of Charge may not be used by the Company’s competitors, or by any persons who wish to use such Products Free of Charge for commercial purposes. The Company reserves the right to forbid any person from using a Product Free of Charge in contravention to this condition, at its sole discretion.
6.1. The delivery of Products shall be, as a rule, performed via an established carrier service, and delivery shall made to the Purchaser at its place of business or residence (or such other address agreed in writing between the Company and the Purchaser). Subject to condition 9 hereof, Delivery to a carrier shall constitute delivery to the Purchaser and risk shall pass to the Purchaser at the point of delivery to the carrier. The Purchaser shall be responsible for arranging its own insurance to cover such risk.
6.2. In the event that it is agreed between the Company and the Purchaser that the delivery of the Products shall take place at the Company’s place of business, the Purchaser shall take delivery of the Products within 48 hours of the Company giving it notice that the Products are ready for delivery
6.3. Delivery dates given by the Company are approximate only and delay in delivery shall not give the Purchaser the right to cancel any order unless the Company has accepted in writing a firm delivery date with time being expressed to be of the essence of the Contract.
6.4. Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the Company’s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days.
6.5. If for any reason the Purchaser fails to accept delivery of any of the Products when they are ready for delivery, or the Company is unable to deliver the Products on time because the Purchaser has not provided appropriate instructions, documents, licenses or authorizations:
6.6. If delivery is being effected under condition 6.2, the Purchaser shall provide at the point of delivery and at its expense adequate and appropriate equipment and manual labour for loading the Products.
6.7. To the largest extent permitted under Serbian law, if the Company delivers to the Purchaser a quantity of Products of up to 10% more or less than the quantity accepted by the Company under a Contract, the Purchaser shall not be entitled to object to or reject the Products or any of them by reason of the surplus or shortfall and shall pay for such Products at the pro rata Contract rate.
6.8. The Company reserves the right to deliver Products by instalments in any sequence and to invoice each instalment separately. Where the Products are delivered by instalments, each instalment shall be deemed to be purchased under a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.
6.9. Unless a specific method and manner of transportation of Products in relation to any particular order is agreed in writing between the Company and the Purchaser, Products shall be transported by such method as the Company shall select, whereby the Purchaser shall be duly informed regarding such transportation.
7.1. The quantity of any consignment of Products as recorded by the Company on dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
7.2. The Company shall not be liable for any non-delivery of Products unless the Purchaser gives written notice to the Company of the non-delivery within 24 hours of the date when the Products would in the ordinary course of events have been received.
7.3. Any liability of the Company for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
8.1. The quantity and description of the Products shall be as set out in the Company’s quotation or acceptance of order
8.2. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
8.3. When applicable to a particular Product, the Company shall make available to the Purchaser, by appropriate communication means, relevant instructions regarding the technical or other aspects of use of the Products, including any safety precautions or other measures required to be taken in order to ensure that the Product does not cause damage or injury to any person (including the Purchaser) or his property (“Instructions”). The Purchaser reserves the rights to improve such Instructions by updating them at any time, on which improvements the Company shall duly inform the Purchaser using suitable communication means. By using the Product, the Purchaser confirms that it has read and understood the Instructions contemplated herein, and it undertakes to use the Product in line with such Instructions.
9.1. The Products are at the risk of the Purchaser from the time of delivery.
9.2. Property and ownership in the Products, notwithstanding delivery of the Products to the Purchaser, shall not pass from the Company until:
9.3. Until ownership in the Products has passed to the Purchaser:
9.4. The Purchaser may resell the Products before ownership has passed to it solely on the following conditions:
9.5. The Purchaser’s right to possession of the Products shall terminate immediately if any of the events in condition 19.1 occur.
9.6. The Company shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products have not passed from the Company.
9.7. The Purchaser grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
9.8. Where the Company is unable to determine whether any Products are the Products in respect of which the Purchaser’s right to possession has terminated, the Purchaser shall be deemed to have sold all Products of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
9.9. If the Purchaser has not received a payment on the disposal of any of the Products, it shall upon written request by the Company assign to the Company all or any of its rights against its customer in respect of that disposal.
9.10. On termination of the Contract, however caused, the Company’s (but not the Purchaser’s) rights contained in this condition 9 shall remain in effect.
10.1. Unless otherwise stipulated by the Company in writing, including via a Site, payment for the Products shall be made in cleared funds, without set-off, counter-claim or deduction by not later than 15th day of the month following the date of invoice in the currency as the Company shall stipulate.
10.2. Time shall be of the essence for the purposes of payment of all sums due to the Company hereunder.
10.3. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provisions.
10.4. If the Purchaser fails to pay the Company any sum due pursuant to the Contract, the Purchaser shall be liable to pay interest to the Company on such sum from the due date for payment at the mandatory interest under the relevant Serbian regulation.
11.1. The Company warrants that (subject to the other provisions of these Conditions) on delivery the Products shall:
11.2. The Purchaser:
11.3. No verbal statement or written representation made by any employee or agent of the Company at any time prior to any quotation or Contract shall be a term of such a quotation and/ or such Contract or deemed to be an inducement or collateral contract pursuant to which the Purchaser relied on such a quotation or entered into such Contract.
11.4. The Company shall not be liable for a breach of the warranty in condition 11.1 unless:
11.5. The Company shall not be liable for a breach of the warranty in condition 11.1 if:
11.6. Subject to condition 11.4 and condition 11.5 if any of the Products do not conform with the warranty in condition 11.1 (Problem) the Company shall, at the request of the Purchaser, repair or replace such Products (or the defective part) or refund the price of such Products at the pro rata Contract rate provided that, if the Company so requests, the Purchaser shall, at the Company’s expense, return the Products or the part of such Products which is defective to the Company.
11.7. If the Company complies with condition 11.6 it shall have no further liability for a breach of the warranty in condition 11.1 in respect of such Products.
11.8. The Customer is entitled to return a purchased Product within 14 days of delivery without stating a reason for such return. In order to practice such right, the Customer shall submit to the Company a request for a Return Form available at the Company Site.
11.9. Condition 11.8 shall, in addition to all reasons of exclusion of such Customer’s right given by relevant Serbian law, not apply, and the Customer shall not be entitled to return any Product labelled by the Company as "software" in the following events:
11.10. The Company has no responsibility for the availability of the Wi-Fi connection and other telecommunication services necessary to access the Site and/or any other Product.
11.11. Without prejudice and derogation to any condition contained herein referring to Instructions, the Purchaser hereby conforms that it is acquainted with the fact that the Product is not fault-tolerant and is not designed, manufactured or intended for use as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as, without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Product could lead directly to death, personal injury or severe physical or environmental damage (collectively, “High Risk Activities”). Accordingly, the Company and its affiliated parties disclaim any express or implied warranty of fitness for High Risk Activities.
12.1. The Purchaser may elect to utilize the Premium Technical Support services offered by the Company, under the term specified herein
12.2. The Premium Technical Support services to be provided by the Company shall, as a rule, be provided if such services relate to Products which meet the conditions stipulated for Products in Condition 11 hereof. However, the Company reserves the right to offer and provide the Premium Technical Support in other cases as well.
12.3. The rules stipulated in this Condition shall in no way derogate or in any ways reduce the rights of the Purchasers granted under the Serbian law, and the Condition 12 shall govern as primary rule, unless otherwise explicitly stipulated in this Condition 12. It is understood by the Parties that engagement by the Purchaser for performing the Premium Technical Support services as a paid 12.3. service does not relate to engaging the Company to perform its obligations under the relevant Serbian law pertaining to remedying a Problem, but rather that it relates to providing additional benefits to the Purchasers in relation to:
12.4. The Premium Technical Support service, shall, in no way be provided in case:
12.5. Premium Technical Support service may include Consultation, Problem Analysis and Problem Resolution as further described in this Section.
12.6. Consultation includes consultations during Working Days and business hours in the Company's time-zone. The Consultation is intended to answer questions about the use and operation of the Product in cases where the available documentation is incomplete or unclear. Also, Consultation may be applicable in some extent to the Purchaser's project design.
12.7. The Problem Analysis entails that the Company makes an analysis of the reported Problem, tries to reproduce it where applicable and feasible, and isolates the Problem, if any. Premium Technical Support service does not include an analysis of the Purchaser’s applications or in normal cases interoperability between the Product and other products or software. The Purchaser’s obligation in this respect is to provide all the necessary information about the reported Problem based on the instructions from the Company, in a timely manner and coherent form.
12.8. The Problem Resolution entails an answer, a workaround or a correction of the Problem, as part of a service or feature release. The Company provides a Problem Resolution of a specific Problem reported under a Problem Report. However, Problem Resolution in relation to a Product may include additional corrections that are not related to the Problem reported in a relevant Problem Report. Corrections of the reported Problems will normally be included in the next official release of the relevant Product.
12.9. The default location of the Premium Technical Support service is at the Company's headquarters. On a special request, Purchaser may request an additional Contract that will define on-site Premium Technical Support service.
12.10. Notwithstanding anything in Condition 11, the Company has no obligation to provide Premium Technical Support service under for a Product that has been altered or modified by the Purchaser or any third Party. All Problem Resolutions will be made in the Unmodified Product.
12.11. The Purchaser's Contact Person shall be authorized by the Purchaser to make decisions on behalf of the Purchaser with respect to all requests to the Company for Premium Technical Support service. The Purchaser shall ensure that each Problem Report which shall be handled under Premium Technical Support services contains the name, last name, and contact details of its Contact Person, as provided below. In the event a Purchaser has Product at more than one location of its operations, or is involved in more than one project, the primary Purchaser’s Contact Person shall appoint additional Contact Person(s) at each such location and/or for each project to receive and propagate information received from the Company relevant to Product(s) at such location or for such project. If the Purchaser does not clearly name a Contact Person, then the Company may assume that the person filing the original Report Problem is the authorized Contact Person. If a Contact Person is replaced, the Purchaser is obligated to notify the Company in a timely manner.
12.12. The Purchaser’s Contact Person shall ensure that the license number for the Product and other information that validates that the Purchaser is entitled to receive Premium Technical Support service from the Company is readily at hand, and shall present such information to the Company at first contact for each case, even if not solicited for such information.
12.13. Prerequisite of the Premium Technical Support service is that all communication between the Purchaser and the Company is in comprehensible written form in the English language.
12.14. In order to maximize the efficiency, it is essential that the Purchaser provides the Company with a Problem Report that is as complete and detailed as possible. There shall only be one reported Problem per Problem Report.
12.15. Each Problem Report will normally be assigned a Problem Report ID number. The Purchaser must use this number in all further contacts with the Company concerning the relevant Problem. Failure by the Purchaser to provide the Problem Report ID number in contacts with the Company may alter Company's responsibility in terms of Response and Repair Times.
12.16. Each Problem Report must contain the following information:
12.17. The Company will not be obligated to resolve the identified Problem under the terms of the Premium Technical Support service if the Purchaser does not make all reasonable efforts to collaborate with the Company to resolve the identified Problem. This could mean providing access to Purchaser's specific hardware and software.
12.18. The Company is aware that under certain circumstances the Purchaser may be prohibited to send adequate information (such as source code or other sensitive data) to the Company, because such information may be privileged. It is however the Purchaser’s responsibility to rewrite or restructure such information so that it becomes non-privileged, and distribute such information to the Company, or sign a special, non-disclosure agreement, with the Company which regulates this.
12.19. The Company may request signing an additional contract which defines usage of the Company's privileged information, such as the source codes, needed for the Premium Technical Support service.
12.20. Once Company receives a Problem Report, it will use reasonable efforts to respond in accordance with the Response Time as defined below. In its response, Company may, if applicable, indicate any disagreement with respect to the Purchaser's Problem Report. In the case that the Company evaluates that information provided in the Problem Report is insufficient for the Company to start investigating the Problem, the response will include a statement to this fact. The Response Time shall, however, in any case be at least in line with the deadlines for Response Time provided by Serbian law.
12.21. The Company will use reasonable efforts to resolve the Problem or provide a workaround or a correction of the Problem in accordance with the Repair Time. However, there could be conditions when the Company will not be able to meet the defined Repair Times. Such conditions could include poor collaboration from the Purchaser, insufficient information in the Problem Report, difficulties for the Company to reproduce the problem and other circumstances outside of the Company’s control, or bear significant costs not included in the fees for the Premium Technical Support service. This will, under no circumstances, in any way derogate any right of the Purchaser granted under Serbian law with regards to Problems ("nesaobraznost"). Notwithstanding the foregoing, the Company recognizes that the reported Problems can impose a major inconvenience for the Purchaser and the Company will therefore use its reasonable best efforts to provide a correction of the Problem as soon as possible, irrespectively of the Repair Times defined herein.
12.22. First response time for adequately submitted Problem Report is 1 Working Day, and the Problem Resolution time is no more than 15 Working Days (dependent on the Problem's complexity).
12.23. The Purchaser may elect the Premium Technical Support Service Period offered by the Company, those being 3, 6 or 12 months upon signing of a relevant Contract, whereby the renewal or prolongation of such period will be dependent on the will of the parties, as well as conditioned upon full payment of the pecuniary obligations of the Purchaser under any Contract.
12.24. Purchaser acknowledges that the Premium Technical Support Service offered in this Condition. once paid shall be non-refundable, in whole or in part under any circumstances.
12.25. Reselling, lending or disclosing the Premium Technical Support Service token in any aspect to the third-party is strictly prohibited and results to the contract termination by the Company.
13.1. If applicable for the relevant Products, the Purchaser represents that its User Generated Content:
13.2. The Purchaser is responsible for complying with all laws applicable to its User Generated Content.
13.3. The Purchaser should not send any confidential or proprietary information to the Company through the Product, including any Site, or through any other means. The Purchaser does not have confidentiality agreement with the Company and any unsolicited information or material sent to the Company will not be regarded by the Company as confidential or proprietary information. The Purchaser should consult with an attorney before making any unsolicited submission to the Company. If the Purchaser submits unsolicited information and feedback, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names (collectively, the “Feedback”), the Purchaser should be aware that regardless of what its letter and/or any other accompanying documentation may say, the Purchaser is agreeing that the following terms shall apply to its Feedback: The Company, and its designees, may use or redistribute the Feedback and/or any portions thereof for any purpose, including commercial purposes, and in any way without compensation to the Purchaser; There is no obligation for the Company to review the Feedback and/or provide the Purchaser with any commentary regarding the same; and There is no obligation for the Company to keep any Feedback confidential.
13.4. Upon submitting Feedback, the Purchaser:
13.5. Any Purchaser which has been granted access to the User Generated Content supplied by other Purchasers, and uses such User Generated Content, hereby agrees that it uses such User Generated Content at its own risk, and confirms and agrees that the Company shall not be deemed liable for any of the User Generated Content, in terms of its legality, accuracy, completeness, nor shall it be deemed that the Company makes any representations or warranties with regards such User Generated Content.
14.1. The Product may provide the Purchaser with an opportunity to post publicly comments, articles and other submissions (collectively, the “Submissions”). By posting and/or otherwise providing Submissions to the Products, the Purchaser fully understands and agrees to grant the Company with the rights described in condition 13 above. The Company may also permit any other users to access, display, view, store and reproduce such Submissions for personal use. The Purchaser acknowledge that to the extent that it includes personally identifiable information in its Submissions, the Company may republish such information. The Company furthermore reserves the right to alter and edit any Submission or refuse to accept, post, display or transmit any Submission in its sole discretion. Condition 13.5 shall apply to Submissions mutatis mutandis.
14.2. Although the Company has no obligation to monitor the Submissions, the Purchaser acknowledges and agrees that the Company may do one or all of the following:
14.3. The Submissions posted on a Site by users do not indicate any approval or endorsement by the Company of such Submissions. the Company is not responsible for, and hereby disclaims any and all liability that may arise from the Submissions.
14.4. The Purchaser agrees that it is responsible for its use of the Product, for any Submission the Purchaser makes, and for any consequences thereof. The Purchaser agrees to use the Product in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from the country of residence.
15.1. No warranty is given that the Products (or any part of them) or the use of such Products in any particular way or any printed information on technical data in respect of the Products do not infringe any third-party intellectual property rights in any part of the world.
15.3. The Purchaser shall be responsible for ensuring that its use of the Products complies with all relevant statutes, statutory instruments and regulations having the force of law and shall indemnify the Company against any liability arising out of or in connection with the breach of its obligation in this regard, such indemnity to survive termination of the Contract.
15.4. The Purchaser acknowledges the drawings and other documentation and information furnished to it by the Company have been or will be disclosed in confidence and the Purchaser will not without the prior written consent of the Company furnish or cause to be furnished copies of such drawings or documents or details of the information contained in such drawings or documents to any third party.
15.5. The copyright and other intellectual property and industrial property in drawings and documents and other information (together "Intellectual Property") furnished to the Purchaser by the Company is and shall remain the property of the Company or its supplier and the Purchaser shall not without the prior written consent of the Company (and where appropriate that of the copyright owner) alter such drawings or information in any way or make further copies of such drawings or information or use such drawings and/or information for any purpose other than that for which they are provided.
15.6. In the event of any claim being made or action being brought against the Purchaser in respect of any infringement of any third party’s rights or alleged rights in respect of Products sold under the Contract, the Purchaser shall not settle any such claim and shall forthwith inform the Company in writing. The Company reserves the right to request conduct of such claim and obtain the Purchaser’s assistance in this regard.
15.7. The Products may contain all types of information and material, including but not limited to software, text, graphics, communications, measures, tests, results, opinions, photographs, drawings, profiles, messages, notes, websites links, music, video files or other animated or non-animated images, designs, music, audio files or other sounds, reports, charts and data files, and any other content, either owned by or licensed to the Company or by any third party, including other users of the Products. All of this is collectively referred to as the “Content”.
15.8. The Product and Content are protected by intellectual property laws. Subject to any agreement between the Company and the Purchaser stating explicitly otherwise, the Purchaser acknowledges and agrees that the Company owns all legal rights, title and interest in and to the Product and Content, including any intellectual property rights which subsist in the Product and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Purchaser further acknowledges that the Product may contain information which is designated confidential by the Company and that the Purchaser shall not disclose such information without prior written consent of the Company.
15.9. In event that for using of Product, the Purchaser has to register to a Site, the Purchaser should use a distinct and non-obvious username and password combination, ideally one that is different from what Purchaser uses for other Products. The Purchaser is responsible for maintaining the accuracy, completeness and confidentiality of its Account Information, and the Purchaser will be responsible for all activities that occur under its account, including activities of others to whom the Purchaser have provided your Account Information. The Company will not be liable for any loss or damage arising from Purchaser’s failure to provide the Company with accurate information or to keep its Account Information secure. In case that the Purchaser discovers any unauthorized use of its Account Information or suspect that anyone may be able to access its private Content, the Purchaser should immediately change its password and notify Customer Support team at email@example.com.
15.10. The Company gives the Purchaser a personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the Content provided as part of the Products. The Purchaser shall not permit anyone else to, copy, reproduce, modify, translate, broadcast, perform, display, distribute, transmit, frame, republish, download, display, perform, post, transmit, sell, make a commercial use, create a derivative work, reverse engineer, decompile or otherwise attempt to extract any code from the Product and Content unless the Company has expressly agreed to it in writing. The Purchaser agree not to use any data mining, robots, scraping or similar data gathering methods.
15.11. No other use is permitted without prior written consent of the Company. The Purchaser must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.
15.12. The trademarks, service marks, logos, domain names and other distinctive brand features of the Company on any Product, including any Site (the “Trademarks of the Company”) used and displayed on the Product are registered and unregistered trademarks or service marks of the Company. Other products and services names available through the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Trademarks of the Company, the “Trademarks”). Apart from the licenses and rights hereby expressly granted as part of these Terms and Conditions of Sale, nothing in the Products, Content or in these Terms and Conditions of Sale should be construed as granting any license or right to use any of the Trademarks displayed on the Products, without the prior written consent of the Company. The Trademarks may not be used to disparage or harm in any manner the Company or the applicable third-party, Company’s or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without prior written consent of the Company. All goodwill generated from the use of any Trademark of the Company shall inure to the Company’s benefit.
15.13. The Purchaser agrees not to:
15.14. If the Purchaser believe in good faith that materials related to the Product infringe its copyright or author's rights, the Purchaser may send a notice to the Company requesting that the material be removed, or access to it blocked. Notices and counter notices with respect to the Product should be sent to the Company at firstname.lastname@example.org.
16.1. Unless otherwise is explicitly stated herein to the contrary, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:
16.2. All warranties, conditions and other terms implied by laws of the Republic of Serbia (save for the conditions implied by the relevant law of Serbia pertaining to customer protection) are, to the fullest extent permitted by law, excluded from the Contract.
16.3. Nothing in these conditions excludes or limits the liability of the Company for any matter which would be illegal for the Company to exclude or attempt to exclude its liability.
16.4. Subject to condition 16.2 and condition 16.3:
16.5. In no event shall any Company and/or its affiliates and agents be liable for any indirect, incidental, punitive or consequential damages whatsoever (including, without limitation, lost profits, lost data or business interruption) arising out of the use or inability to use, or resulting from use of the Product, whether such damages are based on warranty, contract, tort (including negligence), or any other legal theory, even if any Company and its affiliates and agents has been advised of the possibility of such damages. The Company and its affiliates and agents shall not be subject to liability for the truth, accuracy or completeness of the content and services, or any other information conveyed to the user, or for errors, mistakes or omissions therein, or for any delays or interruptions of the data, or information stream from whatever cause. The Purchaser agrees to use the Product and its Content at its own risks.
16.6. Some countries applicable law does not allow certain of the above limitations or exclusions, in which case they may not apply to the Purchaser. In such countries, the liability of the Company and/or its affiliates and agents shall be limited to the greatest extent permitted by law.
17.1. Upon simple request by the Company, the Purchaser agrees to defend, indemnify, and hold harmless the Company from and against any losses, liabilities, damages and costs, including without limitation, reasonable legal and accounting fees, arising or resulting from any claims, actions or demands related to:
18.1. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to the Company to terminate the Contract.
19.1. The Purchaser’s right to the possession of the Products shall terminate immediately, and the Company shall, without prejudice to any other right of the Company, be entitled to immediately close any account(s) and suspend all future deliveries of Products to the Purchaser and/or terminate any Contract (or part of any Contract) or all Contract(s) if:
19.2. On termination of the Contract, howsoever caused, the Company’s (but not the Purchaser’s) rights contained in the Contract and these conditions shall remain in effect.
19.3. On the termination of the Contract for any reason:
20.1. Except as expressly agreed or contained herein, these Terms and Conditions of Sale constitutes the entire agreement between the Purchaser and the Company with respect to its subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the Purchaser and the Company.
21.1. Unless otherwise explicitly stated herein or in a Contract, any notice required or desired to be served pursuant to these Conditions shall be delivered by hand or sent by first-class post or facsimile:
22.1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
22.2. If any provision of the Contract or any condition or part of a condition herein is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract or condition and the remainder of such provision or condition shall continue in full force and effect.
22.3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract and any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
22.4. The Contract and any dispute arising out of or connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Serbian law.
22.5. Certain Products may be hosted in the US. The Company makes no claims concerning whether the content may be downloaded, viewed, or be appropriate for use outside of the US. Whether inside or outside of the US, the Purchaser is solely responsible for ensuring compliance with the laws of its specific jurisdiction.
22.6. The parties to the Contract irrevocably agree, for the sole benefit of the Company that, subject as provided below, the courts of Serbia shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual claims). Nothing in this condition shall limit the right of the Company to take proceedings against the Purchaser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.