Terms and Conditions

These terms are for our website and terms of sale. Please take a moment to look through this document and feel free to contact us if you have any questions.

GENERAL DISCLAIMERS

All product specific information is provided to Gentronics Solutions Limited (“Gentronics”) by the manufacturers who are solely responsible for its content and accuracy. Gentronics will not be responsible for typographical or other errors or omissions regarding prices or other information.

All sales are subject to Gentronics’ Standard Sales Terms and Conditions, unless as otherwise stated on the respective Gentronics sales site under which you choose to conduct business with Gentronics. Promotional offers and prices are for a limited time or as specified. Please consult with your local Gentronics representative for up-to-the-minute information.

Product prices and configuration are subject to change without prior notice. Stock position and published resale pricing are updated daily. Inventory availability, published resale pricing, and manufacturer quoted lead-times are subject to rapid change.

TERMS OF USE

If you are conducting this session on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this website and the computer system you are using so as to prevent unauthorised access to your account with Gentronics.

INTELLECTUAL PROPERTY

All trademarks, service marks, logos, slogans, domain names and trade names (collectively “Marks”) are the properties of their respective owners. Gentronics disclaims any proprietary interest in Marks other than its own.

The copyright in all original material provided on this website is held by Gentronics, or by the original creator of the material. Except as stated below, none of the material may be reproduced, distributed, republished, downloaded, displayed, posted, transmitted or copied in any form or by any means, without the prior written permission of Gentronics, and the copyright owner.

Permission is granted to display, copy, distribute and download the materials on this website solely for personal, non-commercial use provided that you make no modifications to the materials and that all copyright and other proprietary notices contained in the materials are retained. You may not mirror, scrape, or frame this website or any other pages or materials contained on this website on any other website, web page or any other server. You may not connect “deep links” to the website, i.e., create links to this website that bypass the home page or other parts of the website without prior written permission.

Any permission granted herein terminates automatically without further notice if you breach any of the above terms. Upon such termination, you agree to immediately destroy any downloaded or printed materials. Any unauthorised use of any material contained on this website may violate domestic or international copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

If you believe that your work has been copied or used in a way that constitutes infringement on Gentronics’ website, please provide notice to Gentronics’ and include the following information:

  • a physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • a description of the copyrighted work that you claim has been infringed;
  • a description where the material that you claim is infringing is located on this website;
  • your address, telephone number, and valid email address;
  • a statement made under penalty of perjury by you that the information provided in the notice is accurate and that you are either the copyright owner or authorised to act on the copyright owner’s behalf.

The sale of products and services (“Products”) by Gentronics, Solutions Limited and its divisions, subsidiaries, and affiliates (“Gentronics”) to a customer (“Customer”) are subject to these terms and conditions (“Agreement”) regardless of other terms or conditions in any purchase order, document, or other communication of Customer (“Order”) or Gentronics’ failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Gentronics and Customer.

TERMS AND CONDITIONS OF SALE

  1. ORDERS.
    Unless otherwise stated on the quote, Gentronics quotes are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Gentronics. Contracts between Customer and Gentronics are formed upon Gentronics’ written acceptance, Electronic Data Interchange (“EDI”) acknowledgment or execution of Customer’s Order and are subject to this Agreement. All Orders for Products that Gentronics identifies as non-standard or “NCNR” are non-cancellable and non-returnable. Gentronics may identify Products as non-standard or “NCNR” by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without Gentronics’ consent. Gentronics reserves the right to allocate the sale of Products among its Customers.
  2. PRICES.
    Unless otherwise stated on Gentronics’ proposal, quote or invoice: (a) prices are for Products only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively, “Additional Fees”); and (b) Customer shall pay any Additional Fees. Prices may be changed by Gentronics for any reason prior to delivery, including manufacturer price increase, change in exchange rate or a quoting error.
  3. TERMS OF PAYMENT.
    Payment is due as stated on Gentronics’ invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Gentronics may charge interest from the payment due date to the date of payment at 18% per annum or the maximum amount allowed by applicable law, plus reasonable legal fees and collection costs. At any time, Gentronics may change the terms of Customer’s credit. Gentronics may apply payments to any of Customer’s accounts. If Customer defaults on any payment, Gentronics may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by Gentronics will expire if unused within 12 months.
  4. DELIVERY.
    Unless otherwise stated by Gentronics in writing, all Gentronics prices quoted are plus the cost of delivery. Gentronics’ delivery dates are estimates only and subject to Gentronics’ timely receipt of supplies. Gentronics is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
  5. TITLE.
    For sales from outside the European Union, title shall pass to Customer upon delivery of the Products to the carrier. For sales from the European Union, as a form of payment security, title shall pass to Customer upon payment in full for the Product by Customer. In case of an onwards sale, Customer assigns all rights in the related receivables to Gentronics until Customer has made payment in full. Once the Product is processed or combined with other items (the “Processed Product”), Gentronics’ retained title transfers to a share in the title in the Processed Product reflecting the value of the Product relative to the value of the Processed Product. This section does not apply to sales of Software (as defined below).
  6. SOFTWARE.
    Software is the machine readable (object code) version of computer programs (“Software”). Customer’s use of Software and any related documentation shall be governed by the Software’s applicable license agreements. Software embedded in or bundled with hardware must be used solely with the device for which it was intended and may not be transferred separately.
  7. WARRANTY.
    Customer acknowledges that Gentronics is not the manufacturer of the Products. To the extent legally and contractually permitted, Gentronics shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Gentronics by the manufacturer, including those for intellectual property infringement. If required by law, Gentronics warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims shall be time-barred 12 months from the time of delivery of the non-conforming Products. If Gentronics performs value-added work such as integration work, tape-and-reel, or programming, Gentronics warrants such value-add work will conform to Customer’s written specifications accepted by Gentronics for 90 days after Gentronics delivery. Customer will be deemed the manufacturer of such value-added Products. GENTRONICS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. Customer’s sole remedies for breach of Gentronics’ warranty is, at Gentronics’ choice: (i) repair of the Products; (ii) replacement of the Products; or (iii) refund of Customer’s purchase price for the Products. Gentronics makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.
  8. PRODUCT RETURN.
    Customer may return Products to Gentronics only with a return material authorization (“RMA”) number issued by Gentronics. (A) Returns for Visual Defect: Customer must notify Gentronics in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy (“Visual Defect”) within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. (B) Returns for Product Warranty: Customer must notify Gentronics in writing stating the specific Product defect within the warranty period. Gentronics will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by Gentronics or the original manufacturer, and only if Customer meets the notice requirement. Gentronics will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Products to Gentronics in compliance with Gentronics’ instructions in the RMA. Gentronics may assess all Products returned by Customer via RMA. If Gentronics determines such Products are not eligible for return, Gentronics will send such Products back to Customer on freight collect basis or hold such Products for Customer’s collection and on account at Customer’s expense.
  9. LIMITATION OF LIABILITY.
    Gentronics’ liability to Customer is limited to Customer’s direct damages up to an amount not exceeding the price of the Product at issue. This limitation of liability does not apply in case of death or personal injury caused by Gentronics’ negligence. Gentronics is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent Gentronics cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory rights are not affected by this limitation of liability.
  10. FORCES BEYOND GENTRONICS’ CONTROL.
    Gentronics is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labour, materials or Products through regular sources).
  11. USE OF PRODUCTS.
    Customer shall comply with the manufacturer’s Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. Customer shall indemnify, defend and hold Gentronics harmless from any claims based on: (i) Gentronics’ compliance with Customer’s designs, specifications, or instructions, (ii) modification of any Product by anyone other than Gentronics, or (iii) use of Products in combination with other products or in violation of this clause.
  12. EXPORT/IMPORT.
    Certain Products and related technology sold by Gentronics are subject to export control regulations of the United States, the European Union, and/or other countries, excluding boycott laws (“Export Laws”). Customer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the Products and related technology. Customer shall not export or re-export the Products and related technology to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United States, European Union or other countries. Customer shall not use the Products and related technology in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
  13. ELECTRONIC ORDERS.
    If any part of the purchase and sale of Products, including Customer’s NCNR acknowledgment or demand forecast, uses EDI, Customer’s internal portal, third party portal or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and Gentronics. Customer’s acceptance of Gentronics’ acknowledgment request or Gentronics’ specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding on Customer.
  14. ENVIRONMENTAL COMPLIANCE.
    Where applicable, Customer is responsible for all obligations and liabilities under the European Union’s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.
  15. GENERAL.
    This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the Gentronics entity that accepted Customer’s Order (“Governing Country”) is located without reference to the conflict of laws principles. If the Governing Country is the United States of America, the laws and courts of the State of Arizona will apply. The United Nations Convention for the International Sale of Goods shall not apply. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.

Customer may not assign this Agreement without Gentronics’ prior written consent. Gentronics’ affiliates may perform Gentronics’ obligations under this Agreement. This Agreement is binding on successors and assigns.

The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.

Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.

Customer shall comply with all applicable laws, including anticorruption laws such as U.S. Foreign Corrupt Practices Act and UK Bribery Act.

The parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.

Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Gentronics on an “AS IS” basis and does not form a part of the properties of the Product. Gentronics makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Gentronics recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Gentronics is not responsible for typographical or other errors or omissions in Product information.