Skip to Content

STANDARD TERMS AND CONDITIONS OF SALE


General Terms and Conditions of Survey and Foresee Technologies SLL

 

General principles

A. These Terms and Conditions and/or the Offer cannot be unilaterally altered or amended in any way the Purchaser in question in any way without an express written consent or confirmation by SFTec

B. These Terms and Conditions prevail over any written or oral communication between the parties in respect of the Offer, except for the contents of a final purchase agreement which the parties may execute after the acceptance of the Offer by the Purchaser.

1. Delivery Date:

  • Delivery is estimated to be within 1 month from recieving the order.
  • Shipping is not included.

2. Sale Terms:

  • All prices are net prices excluding customs and taxes.
  • Quotes and pricing terms are negotiated and may be unique to the purchaser; therefore, the customer hereby agrees to keep confidential all pricing quotes and invoiced amounts received from SFTec.
  • All products are custom-made and non-returnable

3. Warranty

  • The Warranty Period for the products is 12 months unless specified in the quotation.
  • Warranty entitlement is automatically voided:
    • If SFTec product is used not used according to User Manual.
    • If customer receives access to the administrator account of the product.
    • If the customer uses the product in SFTec mode without SFTec supervision.

4. Intellectual Property Rights:

  • All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, in the products and any related documentation, remain the exclusive property of SFTec.
  • The Purchaser is granted a non-exclusive, non-transferable license to use the products solely for their intended purpose. Transfer of the license is possible only upon the written approval from SFTec.
  • The Purchaser agrees not to reverse engineer, decompile, or disassemble the products, nor to disclose any confidential information related to the products to any third party without prior written consent from SFTec.

5. Dispute Resolution:

  • Any disputes arising out of or in connection with these terms and conditions, including any questions regarding their existence, validity, or termination, shall be resolved through amicable negotiations between the parties.
  • If the parties are unable to resolve the dispute through negotiations, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
  • The place of arbitration shall be Spain.
  • The language of the arbitration shall be Spanish.
  • The decision of the arbitrator(s) shall be final and binding on both parties.

6. Force Majeure:

  • Neither party shall be liable for any failure or delay in performing its obligations under these terms and conditions if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, government regulations, delayed deliveries, natural disasters, or any other similar events.
  • In the event of a force majeure occurrence, the affected party shall promptly notify the other party in writing, providing details of the circumstances and the expected duration of the delay.
  • The obligations of the affected party shall be suspended for the duration of the force majeure event, and the time for performance shall be extended by a period equivalent to the duration of such suspension.
  • If the force majeure event continues for a period exceeding 60 days, either party may terminate the agreement upon written notice to the other party.

7. Non-Disclosure:

  • Both parties agree to keep confidential any proprietary or confidential information received from the other party during the course of their business relationship.
  • Confidential information includes, but is not limited to, trade secrets, business plans, financial information, customer lists, and any other information that is not publicly available.
  • The receiving party agrees not to disclose any confidential information to any third party without the prior written consent of the disclosing party.
  • The obligation to maintain confidentiality shall continue for a period of five years after the termination of the business relationship between the parties.
  • This clause does not apply to information that is already in the public domain, was known to the receiving party before disclosure, or is required to be disclosed by law.

8. Limitation of Liability:

  • SFTec shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the use or performance of the products.
  • The total and maximum liability of SFTec whatsoever under this Offer or the purchase agreement  is limited to 10 % of the purchase price.

9. Governing Law:

  • These terms and conditions shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of law principles.

10. Severability:

  • If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

11. Entire Agreement:

  • These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.