Terms and conditions of sale

1 Governing terms

These terms and conditions of sale (“Terms”) shall apply to any sale by the Synapsa Networks a.s., with its registered office at Holleho 4456/1 , 031 01 Liptovsky Mikulas , Slovak Republic (“Synapsa”) to a buyer (“Buyer”) of any product and/or service (“Product”), pursuant to which Synapsa is selling the Product to Buyer described in a quotation, a sales order, an acknowledgment, a purchase order or any other contract documentation to which these Terms are attached, incorporated by reference and made an integral part (“Contract” or “Contract Document”). No other terms and conditions, including any terms and conditions attached to Buyer’s request for quotation, acknowledgment, sales ot purchase order or any other contract documentation, shall apply to Synapsa’s sale of the Products. Synapsa's delivery of any Product or any other performance under any Contract is expressly conditioned on Buyer's acceptance of these Terms.

2 Price and payment

Except as otherwise specified in the Contract Documents, Synapsa's prices exclude and Buyer is responsible for all sales, use, excise, value-added or other taxes and duties. Buyer’s late payment shall constitute a fundamental breach of the Contract, shall result in a service charge against Buyer of the lesser of 2% (two percent) per month of the Contract amount or the maximum amount permitted by law, and shall entitle Synapsa to cancel or delay performance under the Contract. Synapsa shall retain a purchase money security interest or similar lien or right of repossession in all Products shipped to Buyer under the Contract until paid in full. Buyer shall execute documents and make filings or recordings as requested by Synapsa for the perfection or other protection of such security interest.

3 Delivery

Unless otherwise specified in the Contract, Buyer shall take title and risk of loss of the Products at point of delivery. Products for which acceptance testing is specified in the Contract shall be deemed accepted by Buyer upon completion of such testing as therein specified. Training, if included in the Product, must be taken by Buyer within one year following shipment of system. Each separately-priced section of the Contract shall be divisible and severable from every other, and shipment, performance, acceptance (if applicable), passage of title and risk of loss, warranty terms (including commencement of warranty period), invoicing and payment shall be determined and shall occur independently for each such section.

4 Installation

If installation is included in the Product, Buyer shall provide any necessary permits, facilities and utilities, ensure compliance with regulatory requirements, and comply with Synapsa’s reasonable pre-installation instructions in a timely fashion. Consumables and hoist/rigging rental if applicable for system installation are not included in any system price unless expressly stated in the Contract Documents.

5 Software licence

Title to all software provided as separate modules or embedded in the Product ("Software") shall remain the property of Synapsa or Synapsa's licensors. Synapsa grants to Buyer a non-exclusive, limited Licence to use the Software according to licence agreement between both parts. Buyer shall not decompile, disassemble or otherwise reverse engineer the Software, and may create derivative works only to the extent permitted by Synapsa. Buyer shall not sublicence, assign, copy, distribute or disclose any portion of the Software to a third party without the express consent of Synapsa. Buyer may transfer or sell its Licence rights to use the Software only together with the Product to a transferee who has accepted this Article 5 in writing.

6 Warranty

(a) Synapsa warrants systems sold under these Terms to be free from defects in material and workmanship and in substantial conformance with Synapsa's published specifications, such warranty to be for the period beginning with completion of acceptance testing (if so specified in the Contract) or otherwise upon delivery and ending 1 (one) year after completion of installation, in each case as determined separately for items set forth in the separately-priced sections of the Contract Documents. Synapsa warrants accessories and Software sold under these Terms, if sold other than as part of a system sale to be free from defects in material and workmanship and in substantial conformance with Synapsa’s published specifications for a period beginning upon delivery and ending 90 (ninety) days thereafter, subject to any applicable Licence agreement. Any parts that fail under the warranty will be returned promptly to Synapsa for inspection and will packaged so that no damage will occur during shipping. Buyer will be invoiced for any defective spares that are not returned. Synapsa warrants services sold under these Terms to be performed in a good and workmanlike manner for a period beginning upon performance and ending 90 (ninety) days thereafter. Synapsa does not warrant the operation of any Software to be uninterrupted or error-free. The foregoing warranty periods shall be deemed extended to the extent required by any mandatory, non-waivable provision of applicable law. The foregoing warranties are void in the event of Product abuse, alteration, misuse, improper operation or maintenance, use in an unsuitable physical environment, or use with inadequate facilities or utilities, whichever circumstance occurs solely or cumulatively or in any combination. The foregoing warranties do not cover products, components, or services warranted by another party. Buyer’s sole and exclusive remedy for any defective or non-conforming Product after its warranty period begins shall be repair, replacement, or credit, at Synapsa’s sole option, and such remedy shall be available only during the applicable warranty period. Repaired or replaced Products shall be subject to the original warranty period, which shall not be extended due to such repair or replacement, except to the extent required by any mandatory, non-waivable provision of applicable law. Buyer shall prepay the cost of shipping for and be responsible for loss or damage in transit to any Products returned under warranty to Synapsa.

(b) Except in respect of death or personal injury caused by Synapsa's negligence, Synapsa shall not be liable whether in contract, tort or otherwise to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term as to quality or fitness for purpose, or any duty at Common Law or under the express terms of the contract, and will bear no liability for any defect save as stated in this clause 6. Nor shall Synapsa bear any liability for any indirect, special, economic or consequential loss or damage (whether for loss of profit, loss of use, loss of production, loss of contract or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Synapsa, its employees or agents or otherwise) which arise out of or in connection with supply of the Products or their use. For the purposes of this clause 6 Synapsa contracts for itself and as trustee for its servants and agents. For the avoidance of doubt, Synapsa makes no warranty where the Products are used in conjunction with any products or parts not manufactured by or on behalf of Synapsa.

7 Damages

In no event shall Synapsa or Buyer be liable to the other or their respective affiliates for incidental, consequential, indirect, punitive, or special loss or damages of any kind, including but not limited to lost revenues, lost profits, loss of goodwill or lost production, however caused, whether based on contract, tort (including negligence) or any other legal theory. Synapsa’s total liability in damages or otherwise to Buyer and its affiliates shall not exceed payments received by Synapsa under the Contract. Subject to the foregoing limitations, Buyer’s remedies for delay in or breach by Synapsa of any obligation to deliver any Product not listed in Synapsa’s Quotation or Sales Order/Acknowledgement or to provide installation services shall be limited to reimbursement of the cost to Buyer of obtaining such services or products from a third-party. Buyer expressly waives any rights of rescission, cancellation or revocation of acceptance with respect to delivered Products.

8 Force majeure

Neither Synapsa, nor Buyer shall be liable to the other for failure to perform any obligation under the Contract to the extent such failure to perform is due to labour unrest, riot, war, fire, accident, weather or other natural disasters, lack of energy supplies, supplier delays, compliance with law, failure to obtain all necessary Licences, permits or approvals after reasonable efforts, or any unforeseen circumstances or other causes beyond such party’s reasonable control.

9 Sole terms

These Terms and the Contract Documents of which they are a part set forth the entire agreement between Synapsa and Buyer with respect to their subject matter and supersede all previous written or oral agreements and understandings between Synapsa and Buyer. These Terms and the Contract Documents may not be amended nor may compliance with any provision herein or therein be waived, except by a written document duly and validly executed by both Synapsa and Buyer, or in the case of a waiver, the party waiving compliance. Any part of these Terms held to be void, invalid or unenforceable shall be treated as severable, leaving valid the remaining Terms.

10 Governing law

This Contract shall be governed by and construed in accordance with the law of Slovak Republic. Any dispute or claim arising out, relating to or in connection with this Contract shall be resolved exclusively by final, binding arbitration, provided that, Synapsa may seek injunctive or other relief in any court of law in order to prevent any unauthorized copying, disclosure, use, retention or distribution of its intellectual property.

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