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Terms and Conditions of Sale
Definitions.
"You" or "Customer" natural or legal person who buys or uses the Products.
"Consumer" means the natural or legal person, under any costly legal action, acquires, uses, or enjoys, as a final destination, the Product.
"MicroKey Group" or "we" MicroKey Group of Panama or any of its affiliates whose name appears on the invoice and, where appropriate, the Service Provider.
"MI" (Material Integration) Third Party Products.
"Order Confirmation" document which MicroKey Group accepts an order for Goods and / or Services.
"Price" stated in the Order Confirmation.
"Product" or service described in Order Confirmation, which may include third party products and services offerings.
"Supply of Services' detailed service description in the Order Confirmation and documentation services MicroKey Group.
"Service Provider" MicroKey Group or experts approved by MicroKey Group for providing the service.
"Third Party Products" products described in Order Confirmation that are not manufactured by or branded MicroKey Group MicroKey Group.
"Software" software, including operating systems or applications.
Scope. These Terms and Conditions apply to any and all bills of sale and / or services described, mentioned, promoted or listed in any form, in our brochures, promotions, price lists, advertisements, quotations, Internet or verbally. Excluded are any other terms or conditions that may apply. When making an order constitutes your acceptance of these Terms and Conditions of Sale. MicroKey Group reserves the right to change its Terms and Conditions at any time.
Order / Contract. Orders are accepted in writing, email, phone or fax and will only be binding once accepted by MicroKey Group by issuing an Order Confirmation by any of the media described above. You must check the Order Confirmation and notify us immediately, in writing, any errors. Otherwise, the description of the Product on the Order Confirmation will integrate this contract and binding on the parties.
Price and Payment Terms. The budgets and / or financial offers will only be valid in writing and during the period indicated therein. Unless indicated any period, it shall be 30 calendar days (10 calendar days for Third Party Products). MicroKey Group reserves the right to supply products different from those requested (including Third Party Products) at any time, but we guarantee that the functions and operation of the products delivered are equivalent to those requested. Product Price and the terms and conditions of payment are set out in the Order Confirmation. Price excludes tax, shipping, insurance and installation, unless the contrary is stated explicitly. The currency exchange rates may cause the final price varies and make such adjustment MicroKey Group. Payment is required when ordering or, under the conditions set forth in the Order Confirmation. MicroKey Group may suspend the supply of goods or provision of service until full payment. In case of late payment (default) will be charged the cost of recovery and are subject to a moratorium interest on the amount owed for each day the amount remains unpaid, after the payment due date until full payment , an annual interest rate equal to 10%. MicroKey Group reserves the right to require prior approval to debit or credit card payment and / or bank certification of checks. Unless you and MicroKey Group have agreed a discount differently, the standard pricing policy MicroKey Group MicroKey Group brand products including hardware and services in one discounted price, distributes discount from list price applicable to system services in a manner equivalent and proportional to the percentage discount from list price calculated for the entire system.
Delivery / Title / Risk. Delivery shall be made within the period specified in the Order Confirmation. Deliveries can be made by parties. MicroKey Group shall not be liable to pay any penalty or damages and / or injury in case of late delivery. The place of delivery is that indicated in the Order Confirmation. MicroKey Group reserves its right to recover ownership of the Product in the absence of full or partial payment of the price. Until full payment of the price, you can not sell or encumber the Products. If you refuse delivery without our prior approval, or damage resulting costs will be for your account, including storage, to its acceptance. Any loss or damage during shipment of the product will be the responsibility of MicroKey Group in this case the carrier has chosen, otherwise you will be responsible for
Acceptance and return. You should consider the Product immediately upon delivery or within the timeframe agreed with MicroKey Group, if any, for inspection or rejection. After that, you are deemed to have accepted the Product. If you are entitled to return a product, we require that you contact us and obtain prior authorization. You must return the Product in its original condition, with packaging, return note and proof of purchase. The cost of repayment will be on your own, unless there is justification for the return in terms of product warranty included in the package. If the purchase had been completed at a distance, Internet, mail, telephone or catalog sales, you will be entitled to a refund of the product without explaining the cause within 5 days after delivery or in any other circumstance accordance with the terms and conditions for repayment in www.microkeygroup.com
Warranties. The guarantees are included in the Warranty Policy is given along with (the) Product (s), and governed by the provisions of that document, except as follows. We guarantee that the Product (excluding Third Party Products) is free from defects during the term indicated on the product or any other document you provide MicroKey Group This period may in no case exceed 90 calendar days from the date of installation, spare parts. If the product was defective during this period MicroKey Group will repair or replace, at our discretion in a reasonable time. Repairs can be made using parts or new products, new or refurbished equivalent to that, although not identical to the defective product, are equivalent to new in functionality and appearance. MicroKey Group will allow you to consider, at our option, the Product in its location or local providers MicroKey Group. MicroKey Group owns replaced parts and spares, and can charge the Customer if this is not the returns. Group MicroKey attention will be paid to solve problems in a timely manner under the circumstances. MicroKey Group neither guarantees nor accepts liability for:
Damage caused by improper installation, use, modification or repair by third party not duly authorized or by yourself;
Damage caused by any person or other external force;
Product Suitability for purpose, specific purpose or use;
Third Party Products, Software and IM specified by you, whose guarantee you will receive directly from their manufacturer or licensor;
Any instruction given by you and by MicroKey Group.
That the operation will be uninterrupted or error free. MicroKey Group's liability for any violation of this warranty, its service commitments, or for any other purpose, in no case exceed the Product Price set out in the Order Confirmation. All products are provided "as is" basis. Ensuring MicroKey Group is given in lieu of all such representations and warranties are excluded to the extent permitted by law.
Services and Supports. Services, when agreed to provide them with the Customer, shall be provided by MicroKey Group or a Service Provider and may vary depending on the product. Response times are estimates and may vary by location / location or accessibility to the product. The service may be provided via telephone or internet where appropriate. If agreed and stated in the Order Confirmation, the Service Offering may include advice, labeling, installation, integration, removal, training and / or consultation. Unless it were expressly provided in the Order Confirmation, the service does not include: Items excluded from the guarantee, configuration changes, relocation, preventative maintenance, consumables, diskettes, CD's, according MicroKey Group work is not needed, electrical environment, data transfer or software solution to problems caused by viruses. The Third Party Products repairs are performed according to the manufacturer's warranty or the licensor. Spare Parts not critical to Product function (eg hinges, doors, ornaments, frames) can not be replaced within the service offering. MicroKey Group is not obliged to provide support to the Service or not as MicroKey Group has received payment in full.
Custom Factory Integration (CFI). MicroKey Group notified its acceptance and / or validation of IM, and will integrate IM into Product (producing a CFI Product) MicroKey Group to integrate following the instructions you provide or the technical criterion of MicroKey Group, as agreed. CFI Group MicroKey not integrate technically not operating from our point of
Windows ® XP Professional
Windows ® XP Home
Windows ® Vista Home Basic
Windows ® Vista Home Premium
Windows ® Vista Ultimate
Limitation of Liability: The responsibility MicroKey Group to the Customer in respect of claims arising or relating to this contract, regardless of the form of judicial or extrajudicial action where liability is established, whether in contract or tort, negligence, fraud or bad faith or breach of warranties, in all cases be limited to and never exceed, on a cumulative basis for all claims, actions or causes of action of any kind or nature, the total consideration paid by the Customer to MicroKey Group by the order in question, excluding taxes and expenses. In any event the damages to be paid by MicroKey Group may, and can never be liable for any amount for loss of income, profit or savings, or incidental damages, indirect, special, punitive or consequential damages, including those of third parties even when he warned about the possibility of such damages and / or losses in advance. No claim, request for mediation or arbitration or cause of action arising out of an event or events that have occurred within a term exceeding one year from the date of receipt of the complaint or request for mediation or arbitration may be used or claimed by any party against the other. MicroKey Group will not be responsible or liable for: 1) indirect or consequential loss, 2) loss of business, wages, income, savings, 3) damage remedied by MicroKey Group within a reasonable time, 4) loss that could have been avoidable through reasonable behavior, including data storage and backup monitoring recommendations MicroKey Group, in general, 5) Articles excluded from the guarantee or force majeure.
Intellectual Property. MicroKey Group indemnify him for all costs and liabilities arising from claims for use of the Product which violates any right of intellectual property of others. In that case, we can provide, at our sole discretion, change or modify the Product or refund its price, less depreciation. You indemnify us for liabilities arising MI or intellectual property whose inclusion had been requested by you or your property were integrated into the product. MicroKey Group reserves the right to litigate, negotiate and agree to the settlement of disputes, at its discretion, if a third party claims based on intellectual property rights. You must assist us, at our expense (except where the claim results from MI or intellectual property whose inclusion had been requested by you or your property were integrated into the product) if the dispute is directly related to its product . MicroKey Group reserves all rights of intellectual property that correspond on the Product. MicroKey Group will notify you immediately, any violation or unauthorized use of the Product or your intellectual property. MicroKey Group's liability in any case is limited to the amount paid by you for the Product.
Software. Software that is not owned by MicroKey Group is furnished under license and its licensor warranty. MicroKey Group attached to the license of the Software Product you request, when necessary. You agree to comply with the terms of that license.
Export Control. The Product may include technology and Software subject to laws on export control and the country in which the Product is delivered or used, which must be respected by you The product can not sell, lease or transfer to end users or countries that are restricted by such laws or users involved in weapons of mass destruction or genocide. U.S. restrictions often vary, depending on the product, so you should refer to the regulations in the U.S. and in each case.
Force Majeure. We accept no responsibility for delays (including delivery or service) caused by circumstances beyond our reasonable control and we shall then be entitled to an extension for implementation; as an example of these circumstances, but not limited to, include strikes, problems transport, supply or production, exchange rate fluctuations, governmental action and natural disasters. If the case lasted more than 2 months, this agreement could be terminated by either party, without compensation.
Confidentiality. The parties shall treat all information received from the other, which is marked "confidential" or reasonably be considered confidential, just as it would treat your own confidential information.
Resolution. MicroKey Group may terminate this contract upon written notice if: 1) the price is not paid on time, on which the parties expressly agree that the lack of full or partial payment will result in the termination of the contract of right, 2) you breach or MicroKey Group suspects you have breached laws on export control. Either party may terminate this agreement if the other: 1) material breach so persistent this agreement and fails to remedy such breach within 30 days after being requested in writing to the effect, or 2) is declared in bankruptcy, concurso commercial, bankruptcy, insolvency, default or can not pay their debts to the due date. MicroKey Group may choose to demand the implementation of its obligation to pay the price and in any case, demand compensation for damages.
Customer Obligations. You respond by:
Your own choice of Product and its suitability to an end or purpose;
Their telephone and mailing costs, if any, to contact MicroKey Group;
Its products IFC specification and instructions given by you;
All MI, operation, licensing and permits.
You will be directed to our staff with enough courtesy and provide information, cooperation, collaboration and sufficient access to allow MicroKey Group fulfill its commitments, otherwise we will be free of our obligations. You are responsible for creating backups and confidentiality of the information contained in the Product and enforce any other legal requirement.
Data Protection. Your information will be treated in accordance with data protection laws applicable, to which you give your express consent. You may ask us not to use your data for direct marketing purposes. You may exercise your rights of access, rectification and cancellation by written notice to the address MicroKey Group.
Consumer Rights: If you are a Consumer, nothing in this contract in any way affect the public policy provisions on the rights of consumers.
Jurisdiction. This contract is subject to the laws of the Republic of Panama. Any dispute shall be submitted to the courts of the city and both MicroKey Group and Customer expressly disclaim any other jurisdiction that may be applicable due to present or future home. It is agreed between the parties that this shall not apply to the provisions of the Vienna Convention on Contracts for the international sale of goods.
Headings. The headings of each of the points are for reference and convenience and are not part of the Terms and Conditions of Sale.
Several. If any provision of this contract be declared invalid or unenforceable by a court the rest of them will not be affected. MicroKey Group may subcontract its obligations to third parties without the approval of his party. Neither party may assign or transfer the rights or obligations arising out of this document Notices must be in writing (by hand, by mail, fax or mail) and sent to the legal representative of the other party.
Information. You will find information on MicroKey Group and its procedures on the website www.microkeygroup.com. You can go to that page to find any updates.
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