Sales Terms and Conditions
Entire Agreement. The terms and conditions set forth below (the “Agreement”) apply to the purchase by you (“Customer”) from STAR SYSTEMS INTERNATIONAL LIMITED™, or one of its affiliated corporations named on Customer’s invoice, (“STAR RFID Co., Ltd.”) of products and services manufactured or sold by STAR SYSTEMS INTERNATIONAL LIMITED (“Products”). Unless otherwise agreed to in writing by STAR SYSTEMS INTERNATIONAL LIMITED, if Customer issues any form of order to STAR SYSTEMS INTERNATIONAL LIMITED authorizing the purchase of Products, it is agreed that such order is issued exclusively for the purpose of confirming Customer’s purchase of the specified Products and the prices thereof and that no other terms and conditions specified or preprinted on such order will add to or modify the terms and conditions of this Agreement or any related documentation provided with the Products, nor will such order affect either party’s responsibility to the other party as set out herein.
Price. All prices are subject to change without notice prior to STAR SYSTEMS INTERNATIONAL LIMITED’s acceptance of Customer’s order for Products. Advance price quotations or price lists are valid for thirty (30) days from date of quotation (unless otherwise stated). Prices do not include applicable federal, state or local taxes and, unless expressly identified and itemized, do not include freight, handling or insurance. The customer is responsible for all freight and import costs including local regulatory or import certifications, sales taxes, use or value added taxes, goods and/or service taxes or any other taxes or charges which may be incurred in the importation of the products and/or service delivery.
Hardware, Accessories and Custom Made Tag and/or Inlay Products.
Payment Terms. Unless other credit arrangements have been mutually agreed to, Customer agrees to pay STAR SYSTEMS INTERNATIONAL LIMITED for Products and Service ordered with a 50% payment with the submission of the Customer’s official Purchase Order. The remaining 50% shall be paid 5 business days prior to the shipping date as estimated and informed to the Customer via an order acknowledgement. For order with a value of US$25,000 or more, STAR SYSTEMS INTERNATIONAL LIMITED™ may require a full pre-payment or an Irrevocable Letter of Credit prior to processing the order. In any case where credit is extended to the Customer, interest will be charged on late payments at a rate of two percent (2%) per month. All amounts to be paid pursuant to this Agreement are denominated and payable in United States currency. STAR SYSTEMS INTERNATIONAL LIMITED™ reserves the right to change these payment terms or to terminate its obligations hereunder and stop all deliveries including those in transit, if (a) Customer fails to make any payment when due to STAR SYSTEMS INTERNATIONAL LIMITED™; or (b) in STAR SYSTEMS INTERNATIONAL LIMITED™’s reasonable judgment there has been a material adverse change in Customer’s financial or credit position. If STAR SYSTEMS INTERNATIONAL LIMITED™ commences suit to for collection of amounts due under an invoice, Customer shall pay for STAR SYSTEMS INTERNATIONAL LIMITED™’s attorneys’ fees and collection costs. All claims by Customer for overcharges must be made to STAR SYSTEMS INTERNATIONAL LIMITED™ in writing within sixty (60) days after the date of invoice, and Customer’s failure to timely submit its claim for overcharge shall constitute a waiver of such claim.
Delivery. Customer is responsible for all freight, handling, duties, import licenses, local regulatory certifications and insurance charges. STAR SYSTEMS INTERNATIONAL LIMITED™ will select the carrier unless otherwise instructed by Customer. In no event will STAR SYSTEMS INTERNATIONAL LIMITED™ have any liability in connection with shipment, nor will the carrier be considered an agent of STAR SYSTEMS INTERNATIONAL LIMITED™. STAR SYSTEMS INTERNATIONAL LIMITED™ will not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. Unless expressly agreed otherwise in writing, (a) Customer will accept and pay for partial shipments of Products, and (b) title and risk of loss to Products will pass to Customer upon delivery to the common carrier (EX WORKS) in accordance with Incoterms 2000. STAR SYSTEMS INTERNATIONAL LIMITED™ retains a purchase money security interest in all Products and such security interest is released only when payment in full for such Products is received by STAR SYSTEMS INTERNATIONAL LIMITED™.
Cancellation. If STAR SYSTEMS INTERNATIONAL LIMITED™ accepts an order for Products from Customer with single or multiple delivery dates, Customer may not cancel all or any portion of such order without the prior written consent of STAR SYSTEMS INTERNATIONAL LIMITED™, which may be withheld or delayed at STAR SYSTEMS INTERNATIONAL LIMITED™’s sole and absolute discretion. If STAR SYSTEMS INTERNATIONAL LIMITED™ permits Customer to cancel all or any portion of any order previously accepted by STAR SYSTEMS INTERNATIONAL LIMITED™, Customer agrees to pay to STAR SYSTEMS INTERNATIONAL LIMITED™ a cancellation fee equal to 15% of the value of the cancelled portion of such order to which STAR SYSTEMS INTERNATIONAL LIMITED™ consents.
Warranty. All Hardware Products sold by STAR Systems International Limited™ (SSI) are warranted against defects in material and workmanship under normal use and service for one (1) year from the original date of purchase (the “Warranty”). All batteries that are purchased as part of a reader or package are covered by a six (6) months warranty. Any Extended Warranties must be documented on the original invoice as a separate line item. For defects covered by this Warranty, SSI will repair the defect or replace the product, at its sole option and return the product to you.
Warranty Exclusions. If the defect was caused by any of the following, the Warranty shall not apply and an estimate for repair or replacement will be submitted for your approval prior to work being performed: abuse, mishandling, acts of God, vandalism, over-voltage, accident, electrostatic discharge damage, failure to follow installation or operating instructions, failure to provide a suitable environment, unauthorized modification of the product, modification of the printed circuit board by parties other than SSI, and damage that is caused during shipping for warranty service and any product that is returned with the security seal broken.
If a product the product is received out of the Standard Warranty period of 12 months, or the failure is not due to a warranty covered issue, then a non-refundable fee of US$150 will be charged and collected from the customer prior to performing a failure analysis. Once failure analysis process is complete, an estimate for repair will be given to the customer which must be approved and returned with a signed Purchase Order and payment prior to repairs being performed. If the customer chooses to have the non-warranty repair performed, the initial US$150 failure analysis fee will be discounted from the total repair bill. If the customer chooses to not have warranty repairs performed, the product shall be returned to the customer providing that the customer provides shipping account to cover all costs. For out of warranty repairs, the customer will also be responsible for all costs including shipping, taxes, and any local customs or duty charges. All warranty repaired items will be shipped to the owners via a courier of STAR SYSTEMS INTERNATIONAL LIMITED™’s choice. If the customer requires expedited or special delivery via their own courier, they must provide their courier account number as all costs will be the responsibility of the customer at that point.
Intellectual Property. To the best of STAR SYSTEMS INTERNATIONAL LIMITED™’s knowledge, the Products do not infringe on any third party patents or other intellectual property rights anywhere in the world. Notwithstanding the foregoing SSI does not warrant and shall not be deemed to have warranted such non-infringement for any specific product or territory unless explicitly provided in writing.
RMA Procedure. For products covered by this Warranty, Customers are responsible for shipping costs to the STAR Systems International™ repair center and STAR Systems International™ will be responsible for the cost of returning the item by Star Systems™’ standard shipment method. Any desired “expedited” or overnight shipping costs for warranty repairs will be the customer’s responsibility. If this product is sent to STAR Systems™ Repair Facility under this limited warranty, a return authorization form which may be obtained from Star Systems™’ support department by sending an email to firstname.lastname@example.org requesting a RMA number. Shipping product to STAR Systems™ without a proper RMA Number could cause delays in getting you product repaired. The Customer may also be directed to a STAR Systems™ Authorized Support Company for final repair of the product. If it is decided that the product should be returned directly to Star Systems™ or its authorized 3rd party service center, the product must be properly packaged and protected, preferably in the original carton, for shipping. Cartons not bearing a physical return authorization form may be refused upon receipt and returned at the shipper’s costs. A copy of the RMA intake form must also be attached to the returning product. Shipments without an RMA intake form may NOT be processed.
Services. All right, title and interest in and to all STAR SYSTEMS INTERNATIONAL LIMITED™ background technology and inventions and discoveries developed hereunder (“Developed Technology”) by STAR SYSTEMS INTERNATIONAL LIMITED™ in the course of performing the Services, including all rights in copyrights or other intellectual property rights pertaining thereto, shall be held and owned by STAR SYSTEMS INTERNATIONAL LIMITED™. STAR SYSTEMS INTERNATIONAL LIMITED™ shall be free to fully exploit, without obligation to account to Customer, any and all rights, title and interest in such inventions and discoveries and their underlying intellectual property rights, including any copyright, trade secret or other proprietary rights, under the laws of the Hong Kong Special Administrative Region. Subject to Customer’s strict compliance with the terms and conditions of these Terms, including payment of the applicable Price(s). STAR SYSTEMS INTERNATIONAL LIMITED™ grants to Customer a royalty-free, non-exclusive, non-transferable, worldwide license in perpetuity, to use, modify, and reproduce ( provided STAR SYSTEMS INTERNATIONAL LIMITED™’s intellectual property rights are protected as stated herein), for Customer’s internal use only, any custom software, consulting design specifications or any other tangible deliverable which is part of the Services and which embodies any of STAR SYSTEMS INTERNATIONAL LIMITED™’s background technology or Developed Technology.