EMV SOFTWARES PVT. LTD.
STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions apply to any proposal and agreement and/or purchase order relating to equipment (“Equipment”) or materials (“Materials”) sold by EMV SOFTWARES Pvt. Ltd. (“EMV SOFTWARES”) to a customer (“Customer”).These terms and conditions, together with the related proposal and agreement and/or purchase order shall constitute the entire agreement (“Agreement”) between the parties.
- GENERAL PROVISIONS-The agreement governs the services by EMV Softwares of equipment, materials and the license by EMV Softwares of the associated proprietary computer programs and related information (collectively, software) included with the equipment at the time of sale and listed on the face of the agreement to customer. Customer has selected the equipment, materials and software based only on their specifications.Customer acknowledges that the equipment may contain recycled content including components or materials that are used or reconditioned to like new performance and functionality. The existence of recycled content may be disclosed as such on the face hereof as well as on an equipment-specific label.If either party believes that other matters beyond those covered in this document are part of the agreement, the parties will (a) describe and acknowledge them on the front of the agreement or (b) staple a copy or description of them to the agreement and initial them before signing; otherwise, they are not included as part of the agreement for the purchase of this equipment and license of software. After customer signs the agreement (or any amendment to it), the agreement will become a binding contract when and if it is executed by an officer or other authorized designee of EMV Softwares.
- SOFTWARE LICENSE -Customer acknowledges and agrees that the Software shall be licensed to Customer pursuant to terms and conditions contained in a license appearing on a computer screen during installation of the Software. Customer and EMV SOFTWARES agree that the terms and conditions of any click-through license contained in the Software are hereby incorporated by reference into the Agreement as if fully set forth herein. Customer agrees to be bound by the terms and conditions in any click-through license contained in the Software, regardless of whether the Software generating such click-through license is installed by Customer’s employee or by EMV SOFTWARES or an independent contractor installing the Software for Customer’s use. EMV SOFTWARES will provide a copy of such click through license to Customer upon request.
- MATERIALS USAGE – Customer acknowledges and agrees that Materials sold by EMV SOFTWARES shall not be (i) mixed, blended or repackaged by Customer with any other materials for use or resale by Customer, or (ii) used with any alterations by Customer. Customer further agrees that if they use the Materials to create parts, absent written consent from EMV SOFTWARES, Customer will not promote, advertise, or otherwise represent that such parts are made from any brand of materials other than the Materials sold by EMV SOFTWARES. Failure to comply with these provisions shall nullify the related warranties described below.
- WARRANTY – Equipment – EMV SOFTWARES or its Authorized Service Provider will promptly repair or replace the Equipment, if required, to make it free of defects at the time of delivery and during the warranty period. The Equipment is free from defects if it meets, upon the passing of risk, the specifications provided in the Agreement or in manuals, marketing or other informational materials of EMV SOFTWARES or on EMV SOFTWARES’ website at www.emvsoftware.in.The warranty period for the Equipment is one (1) year, unless otherwise stated on the face hereof, and shall start thirty (30) days after delivery to the carrier (F.O.B. EMV SOFTWARES’ Plant) or upon installation, whichever is sooner. Warranty terms regarding the Software are contained in the click-through license contained in the Software. Separate and different warranties may apply for specific components of the Equipment including, but not limited to, imagers as described on the face hereof.
- INSTALLATION AND SERVICE – EMV SOFTWARES will install the Equipment and provide any remedial and preventive maintenance which is required to keep the Equipment in good operating condition during the warranty period, unless otherwise stated in the Agreement. EMV SOFTWARES may provide basic Installation Site information. Customer will be responsible for having the installation site properly prepared before the Equipment is installed. EMV SOFTWARES will consult with Customer on a time and materials basis on any additional questions or issues regarding installation site preparation. EMV SOFTWARES shall have no liability for such consultations. In addition to the installation charge(s), if any, as specified on the face of the Agreement, Customer will arrange and pay for any special handling charges (including without limitation all costs of preparing the installation site or other similar charges). Installation and any remedial and preventive maintenance will be performed by EMV SOFTWARES or its authorized designee during normal business hours. EMV SOFTWARES and Customer will cooperate to satisfy any Customer security requirements and still allow full and free access to the Equipment. Customer will provide computer time for any remedial and preventive maintenance or installation at no cost to EMV SOFTWARES. EMV SOFTWARES will accept responsibility in the event that damages are caused by the negligence of its employees or designees while they are on Customer’s premises in the course of performing installation or servicing purposes.