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GENERAL CONDITIONS OF SALE
All orders shall imply acceptance of the general conditions laid out herein
below. Where differences arise between the general conditions and the
specific conditions stipulated in price quotations, the latter shall prevail. No
amendments to the present conditions shall be valid without written
approval from D&M.
1- ORDERS
1.1 Orders placed with D&M must be sent either in writing or by fax
followed by written confirmation within eight days.
1.2 Like price quotations, any exchanges of information between D&M and
the purchaser shall not constitute a contractual agreement. The sales
agreement shall not be binding on both parties until receipt of the
purchaser's order.
1.3 The cancellation or interruption of an order shall only be valid with the
consent and written approval of D&M. Where cancellation is accepted, the
purchaser shall be liable for payment of compensation which must cover
the total amount of costs already incurred. In all cases, the said
compensation shall amount to at least 30% of the total sale price.
2- PRICES
2.1 The prices indicated in all price lists or quotations shall be given in USD
exclusive of V.A.T. and any other tax, except different specification in the
quotation.
2.2 Prices are final and shall not be subject to revision, on condition that
the order is placed before expiry of the period of validity indicated on the
quotation. Except where otherwise stated, this period shall be 30 days.
3- CONDITIONS OF PAYMENT
3.1 Invoices are drawn up on the date of delivery. They should be paid in
full within 30 calendar days of the invoice date. Payment may be made by
bank draft (subject to our acceptance), transfer or change.
3.2 The order shall only be completed on a 100% advanced payment by a
direct swift to D&M bank. Except specific term mentioned in the quotation.
3.3 Failure to make payment on the scheduled date shall result in a
demand for payment of all other outstanding payments. Furthermore, all
overdue payments shall automatically give rise, after formal notice, to the
payment of interest for overdue payments, which shall be calculated at a
rate equal to one and a half times the legal rate of interest. Failure to pay
may result in D&M suspending or canceling the delivery of orders in
progress and reclaiming any goods already supplied. In this case, D&M
shall retain the deposit paid by the purchaser by way of contractual
compensation. Furthermore, all costs incurred in recovering moneys
owing, in addition to any legal expenses, shall be borne by the purchaser.
3.4 Advance payment does not give entitlement to discount.
4- PACKAGING AND TRANSPORT
4.1 Packaging costs are included in the price.
4.2 Carriage costs and any taxes in the country of final destination shall be
borne by the purchaser.
4.3 All our goods are carried at the risk of the purchaser, who shall check
the condition of the delivery before issuing a discharge to the final carrier.
5- DELIVERY
5.1 D&M shall not be liable to the Customer or be deemed to be in breach
of contract by reason of any delay in performing, or any failure to perform,
any of the obligations in relation to the goods and services, if the delay or
failure was due to any cause beyond the reasonable control of D&M.
5.2 Without prejudice to the generality of the foregoing, the following shall
be regarded, but not limited to, as causes beyond the reasonable control of
D&M: act of God, explosion, flood, tempest, fire or accident; war or threat
of war, sabotage, insurrection, civil disturbance or requisition; acts,
restrictions, regulations, bye-laws, prohibitions or measures of any kind on
the part of any governmental, parliamentary or local authority; import and
customs regulations, charges or seizures; strikes, lock-outs or other
industrial actions or trade disputes by employees of the postal system,
carriers or other third parties; difficulties in obtaining raw materials, labor, or
parts; power failure or breakdown in machinery.
6- TRANSFER OF RISKS AND OWNERSHIP
6.1 Risks shall be transferred to the purchaser as of dispatch of the goods,
including goods sent carriage paid.
6.2 In accordance with Law, D&M shall reserve ownership of the goods
sold until the purchaser has made full payment of all moneys due. In this
respect, under the terms of the present provision, the remittance of bills or
any instrument creating an obligation to pay shall not be deemed to
constitute payment.
7- DRAWINGS AND PRELIMINARY DESIGNS
D&M retains full intellectual property of its designs, which may not be
communicated to others or executed without its written authorization.
8- INDUSTRIAL AND INTELLECTUAL PROPERTY
8.1 Except where authorization is given, documentation and software shall
not be copied or amended, translated or adapted into any other software
language or foreign language by the purchaser. However, the purchaser
may make 2 copies for filing purposes and for the replacement of a
defective copy.
8.2 Should the purchaser be sued in relation to a product supplied by D&M
on grounds of breach of an industrial or intellectual property right held by a
third party, D&M shall assume responsibility for the defense case at its
own cost, shall conduct the proceedings and shall pay any damages
awarded to the said third party. This commitment is subject to the
obligation upon the purchaser to inform D&M immediately in writing of any
claims lodged, and to leave D&M free to reach a compromise.
8.3 Purchasing products from D&M does not imply the grant of rights
under any patents of third parties, by license or otherwise. If the purchaser
is not yet licensed, he shall approach administrator, as the case may be, in
order to apply for a license, if it is necessary.
9- WARRANTY AND LIMITATION OF LIABILITY
9.1 The parts and any workmanship commissioned by D&M is guaranteed
for a period of 12 months from the date of the sales invoice against
defects, providing the goods: in the case of kits, are constructed and
soldered properly; are not subject to use that is beyond normal/reasonable
wear and tear; are not powered with an unsuitable power supply, power
source or battery; in the case of transmitters are not operated with an
unsuitable antennas or RF loads that cause damage to the output
transistors; are not damaged from excessive over heating due to
inadequate ventilation; any kinds of RF power transistor defect are not
warranted.
9.2 Qualifying goods will be repaired or, at our option, replaced providing
the goods are returned to us, carriage paid and suitably packaged within a
12 month period, together with a copy of the original sales invoice. To
prevent import charges being made on returned goods from countries and
territories outside the Taiwan, 4 photocopies of the original D&M sale
invoice should be attached to the outside of the packaging, together with
the relevant completed customs documentation stating that the goods
originated from the Taiwan and are being returned for repair/replacement.
Under no circumstances will any returned goods requiring payment of
import charges be accepted by D&M.
9.3 Warranty against any manufacturer's defect. Damage due to improper
installation, overdrive, over voltage, damaged I/O pads or traces, and over
temperature invalidate warranty. RoHS related failures or performance
reduction are not warranted. Proper installation procedures electrical and
mechanical must be followed. Any evidence of solder tampering outside of
connection areas also invalidates warranty. Shipping costs are not
covered in warranty. Minor deviations from specifications which do not
affect the performance are excluded from the warranty. All repairs warranty
or otherwise, require a Return Material Authorization or RMA.
10- ATTRIBUTION OF COMPETENT JURISDICTION
Any disputes concerning the interpretation or execution of the present
general conditions of sale shall be referred exclusively to the Commercial
Court in Taipei, regardless of the place of delivery or the means of
payment accepted.
