CORYLUS-TECH, LLC

  1. CORYLUS-TECH, LLC (“CORYLUS-TECH”) sale of products or services (“Products”) to the respective customer (“Customer”) is expressly limited to Customer’s acceptance of these general terms and conditions of sale. These general terms and conditions of sale and the final quotation or proposal (“Quote”) provided to Customer for the respective Products, together with any other documents expressly accepted by CORYLUS-TECH, constitute the full and final understanding between CORYLUS-TECH and Customer (the “Contract”). Unless expressly accepted by CORYLUS-TECH, CORYLUS-TECH rejects any additional or alternative terms or conditions proposed by Customer.
  2. Prices quoted by CORYLUS-TECH shall remain firm for a period of thirty (30) days from the date of a Quote; provided, however, that CORYLUS-TECH reserves the right, at any time prior to the written acceptance of a Quote by Customer, to adjust any prices by providing written notice to Customer regarding any such adjustment. Quotes provided are priced based on Customer’s purchase of the entire scope of goods identified in a Quote. If less than the entire scope of goods identified in a Quote is ordered by Customer, prices may vary. Unless otherwise stated in a Quote, installation, commissioning, supervision, and start-up services are not included in the price of Products to be provided by CORYLUS-TECH. Customer shall pay CORYLUS-TECH to the extent of Products provided should CORYLUS-TECH be unable for any reason to provide or ship the entire scope of Products identified in a Quote. Unless otherwise expressly noted in a Quote, prices quoted by CORYLUS-TECH are exclusive of all taxes (except taxes levied on CORYLUS-TECH’s income) including federal, state, provincial, and local use, sales, property or similar taxes, and Customer shall pay all such taxes in full or shall reimburse CORYLUS-TECH for any such taxes paid by CORYLUS-TECH.
  3. Modifications, additions, or deletions to or from the scope referenced in a Quote shall only be effective if evidenced in writing by CORYLUS-TECH and the sale of any and all Products affected by such modification, addition or deletion shall be subject to the Contract whether or not referenced therein. All Product sales are final.
  4. Any approval drawings provided by CORYLUS-TECH and signed by Customer shall constitute exclusive proof regarding Customer’s acceptance of such drawings and verification of the dimensions and other information described therein. Customer hereby assumes any and all responsibility for any inaccurate or incomplete information contained in any accepted approval drawings. To the extent that Customer provides the design for any Products, Customer shall indemnify, defend, and hold harmless CORYLUS-TECH against all claims, suits, and causes of action and from all costs, expenses, damages and liabilities (including but not limited to attorneys and consultants fees) for actual or alleged infringement of any Serbia or foreign patent, copyright, trademark, intellectual property rights, or proprietary rights of third parties by reason of the use, sale, manufacture, or design of the Products.
  5. Unless otherwise provided in the Quote, all CORYLUS-TECH invoices shall be paid by Customer within thirty (30) days of the date of invoice. If Customer fails to timely pay an invoice, CORYLUS-TECH shall be entitled to suspend all work and deliveries and issue a late charge equivalent to the lesser of one and one half percent (1 1/2%) per month (eighteen percent (18%) per annum) or the maximum rate allowed by applicable law on all unpaid invoices or invoices not paid in accordance with the Contract. Customer shall reimburse CORYLUS-TECH for all expenses, regardless of their nature or type (including attorneys fees), related in any way to CORYLUS-TECH’s collection of invoices not paid in accordance with the Contract or otherwise incurred by CORYLUS-TECH in the enforcement of the Contract. Customer shall have no right to offset any amounts due CORYLUS-TECH by any payment or other obligation which CORYLUS-TECH or any of its affiliates may owe to Customer.
  6. A Contract may be cancelled by CORYLUS-TECH at any time if (a) Customer fails to strictly comply with the Contract, (b) Customer becomes insolvent or makes an assignment for the benefit of creditors, (c) a petition in bankruptcy or insolvency is filed by or against Customer, or (d) amounts due CORYLUS-TECH by Customer are unpaid when due. Upon cancellation of a Contract, Customer shall be obligated to pay to CORYLUS-TECH all of CORYLUS-TECH’s costs, expenses, and reasonable profit for work in process as of the date of cancellation.
  7. All orders are subject to Customer credit approval by CORYLUS-TECH. CORYLUS-TECH reserves the right to refuse shipment of any and all Products, to modify the payment terms identified the Contract, or to cancel without penalty or charge any Contract if, CORYLUS-TECH requests and is unable to secure acceptable payment assurances from Customer for Products.
  8. Customer hereby grants CORYLUS-TECH a security interest in the Products to secure the unpaid balance of the price and all other obligations of Customer to CORYLUS-TECH however arising. Customer authorizes CORYLUS-TECH to file all necessary financing statements and other similar documents required to perfect the security interest granted herein and irrevocably grants CORYLUS-TECH a power of attorney to execute any documents on behalf of Customer relating thereto.
  9. Unless otherwise identified in a Quote, all shipments of goods are FCA (Incoterms 2010) CORYLUS-TECH’s Novi Sad, Serbia office, and all risk of loss with respect to any Products shipped shall pass to Customer when such Products are tendered to the carrier. Title to Products shall transfer to Customer upon CORYLUS-TECH’s receipt of payment in full for all Products provided pursuant to the Contract. CORYLUS-TECH will not be liable for any delays, breakage, loss, or damage after having made delivery in good order to the first transportation carrier. All claims for loss or damage in transit are to be made by Customer directly to the transportation carrier and the appropriate insurance carrier retained by Customer. No deductions of any kind from the invoice amount shall be made.
  10. All dates for the shipment or delivery of Products are approximate. CORYLUS-TECH shall not be liable for delay in or failure to make shipment or delivery of Products by any identified date for any reason whatsoever. In the event of any delay, regardless of the cause, the parties shall agree upon a new date for the shipment and/or delivery of the Products. In the event a delay in delivery is caused by Customer, Customer shall pay CORYLUS-TECH for reasonable warehouse costs.
  11. If CORYLUS-TECH is required to deliver or install Products under the Contract, Customer warrants that the site where Products are to be delivered or installed shall be ready and adequate for CORYLUS-TECH’s delivery or installation of the Products. Customer’s obligations in this regard include, but are not limited to, the removal of all obstructions and institution of adequate safety measures to protect CORYLUS-TECH’s property, employees, agents, and contractors. Customer shall be responsible for all costs and expenses associated with CORYLUS-TECH’s delay and/or inability to deliver and/or install any Products related to Customer’s failure to comply with this provision. CORYLUS-TECH in no way warrants the sufficiency of the site for the goods referenced in a Quote.
  12. Any and all information concerning the Products or the transaction covered hereunder which CORYLUS-TECH discloses to Customer, or which Customer otherwise obtains knowledge of hereunder, remains the exclusive property of CORYLUS-TECH and shall not be disclosed by Customer to third parties without CORYLUS-TECH ‘s express written consent. Customer shall have no right whatsoever to such information other than to use it for evaluation for the purpose of the transaction covered under the Contract. CORYLUS-TECH will not disclose information submitted to it by Customer which is confidential and proprietary to Customer and clearly designated as such without Customer’s consent.
  13. CORYLUS-TECH shall have no liability to customer or any end user for lost profits or for special, consequential, exemplary, or incidental damages of any kind whether arising in contract, tort, product liability or otherwise, even if CORYLUS-TECH was advised of the possibility of such lost profits or damages. In no event shall CORYLUS-TECH be liable to Customer for any damages whatsoever in excess of the total price paid by Customer for the respective Products.
  14. The warranty set forth in the Quote represents the sole and exclusive warranty given by CORYLUS-TECH to Customer with respect to Products and is in lieu of and excludes all other warranties, express or implied arising by operation of law or otherwise, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. Customer hereby waives any claim that any exclusions or limitations of any warranty provided by CORYLUS-TECH deprive it of an adequate remedy or cause its agreement with CORYLUS-TECH to fail of its essential purpose. Customer shall be entitled to no other remedy regardless of the form of claim or cause of action, whether based in agreement, negligence, strict liability or otherwise.
  15. Customer shall be responsible for ensuring Products are used in accordance with the applicable purposes, specifications, manuals, instructions, and standards. CORYLUS-TECH shall not be liable for any injury or damages, whether to persons or property, caused by the misuse of Products.
  16. Each section hereof intended for the benefit of CORYLUS-TECH shall survive the delivery of the Products. A waiver of a breach of any terms in the Contract will not be considered (a) a waiver of a further breach of the same term, or (b) a waiver of a breach of any other terms, or (c) a waiver of CORYLUS-TECH’s right to declare an immediate or a subsequent default.
  17. The Contract will be governed and interpreted by Serbian law. Any claim arising directly or indirectly out of the Contract will be litigated in the Economic Court of Novi Sad, Serbia.
  18. Each provision of the Contract must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Contract will remain in full effect and the offending provision shall be deemed modified so as to be enforceable.
  19. In the event of a conflict between provisions in documents comprising the Contract, the documents shall prevail in the following order: (1) the Quote, (2) these general terms and conditions of sale, (3) Customer’s purchase order (if any and if expressly accepted by CORYLUS-TECH), and (4) any other documents comprising the Contract.