Terms & Conditions of Sale

Subject to the terms of any other applicable written agreement you (“you”) have with Electraform Ltd, Electraform Ltd's sale of software are governed by these terms and conditions of sale (“Terms”). These Terms include the Basic Order Terms (defined below) specified on an order accepted by us.“Electraform Ltd”, “we” or “us” means Electraform Ltd. Every order you place with us is conditioned upon and confirms your acceptance of these Terms. Any contrary terms or conditions appearing on your orders or associated purchase documentation will be of no effect. No waiver, modification, or addition to these Terms, or any assignment of your rights or obligations under them is valid or binding on us unless in writing and signed by our authorised representative. These Terms and the other applicable agreements you enter into with Electraform Ltd constitute the entire agreement between you and Electraform Ltd for your purchase and use of software. Each accepted order will be interpreted as a single set of Terms, independent of other orders.

1. Definitions

"Software" means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Electraform Ltd to you. Software includes software locally installed on your systems and software accessed by you through the Internet or other remote means (such as websites, portals, software-as-a-service (“SaaS”) and "cloud-based" solutions). "Services" means any services provided by Electraform Ltd as described in one or more Service Agreements. "Service Agreements" are service contracts such as for support & maintenance or professional services, "Statements of Work," and any other such mutually agreed upon documents. These Terms do not apply to Service Agreements which have their own terms and conditions.

2. General

2.1 - Quotes, Validity of Orders: Our quotations are non-binding unless otherwise expressly stipulated in writing. Orders are accepted as valid and binding only when confirmed by us in writing. Orders cannot be canceled for any reason without our prior written consent.

2.2 - Basic Order Terms: All orders must include the following information: (i) the Software ordered and quantities,, (ii) prices, and (iv) set-up instructions, (collectively,“Basic Order Terms”). All Basic Order Terms are fixed and final upon our acceptance of the order.

3. Delivery

Please see our delivery terms here

4. Acceptance, Inspection, Notice of Nonconformance:

4.1 Your acceptance of ordered Software is deemed to occur when your purchase is succesful and credirts have been applied to your account. Your acceptance of ordered software is deemed to occur when the software is made available for your access or use, whichever date is earlier. You are responsible for giving prompt written notice if your access to the purchase is impaired or unavailable. You must notify us within 14 days of receipt of incorrect softwares. If you retain the software without giving notice within the designated notice period, you will be deemed to have waived your right to reject the Software.

5. Refund of software:

Our refund policy can be found here

6. Pricing, Terms of Payment, Taxes:

6.1 Unless we state otherwise in writing, payment terms are net 30 days from our invoice date. You will make payment in the currency indicated on the invoice. We are entitled to offset payments against prior debt balances in your account.

6.2 We have the continuing right to review your credit and change your payment terms, and may at any time demand advance payment, satisfactory security (such as, but not limited to, a confirmed, irrevocable letter of credit acceptable to us), or a guarantee of prompt payment prior to shipment or service activation.

6.3 We reserve the right to charge interest on all overdue sums owing to us under these Terms at the rate of 1.5% per month (or the highest legal limit if lower than said amount), measured from the date the sums in question became payable to the date on which we receive full payment.

6.4 You grant us a purchase money security interest in each software delivered to you until payment is made in full to us for such softwares. Upon request, you will cooperate with us in perfecting any such security interest.

6.5 You are liable for any costs incurred by us if you change or cancel any order, and for all costs of collection of past due amounts (including legal fees).

7. Limited Warranty:

7.1 Software: Unless (i) the limited warranty included with the software or (ii) the User Agreement accompanying any Software grants you different rights or disclaims all warranties, we warrant to you, and only to you, as applicable, (a) that our software is designed and manufactured to conform to our specifications and will be free from defects in material and workmanship for a period of 12 months from date of Delivery, and (b) that our Software will substantially conform to the functional specifications and current documentation provided by Electraform Ltd for a period of 90 days. During the warranty period, our liability and your exclusive remedy is limited, at Electraform Ltd’s option, to replacing, repairing, correcting, or issuing credit for any Software subject to the warranty in this Section 7.1, which upon inspection we determine is non-conforming.

7.2 Warranty Exclusions: The foregoing limited warranty only applies if and to the extent that (a) the Software is properly and correctly used, configured, interfaced, main­tained, stored, and operated in accordance with our applicable documentation and specifications, and (b) the Software is not modified or misused. This limited warranty does not apply to, and we are not responsible for defects or performance problems resulting from (i) the use of the software with hardware or software, information, data, systems, interfaces or devices not made, supplied or specified by us; (ii) operating the software or under any specification other than, or in addition to, our standard specifications for them; (iii) the unauthorised installation, modification, repair or use of the software; (iv) damage caused by accident, lightning or other electrical discharge, fresh or salt water immersion or spray (outside software specifications); or exposure to environmental conditions for which the software is not intended; (v) normal wear and tear on consumable parts (e.g., batteries) or (vi) cosmetic damage. We do not warrant or guarantee the results obtained through the use of the software. We make no warranties under these terms with respect to services, which if provided hereunder are provided “as-is”. Notice regarding softwares equipped with satellite or wireless technology. Your use of certain software is dependent on the availability and coverage of wireless networks, telecommunications networks, satellite positioning systems and the Internet, which involve facilities owned and operated by third parties. We are not responsible for the operation, availability or failure of such third party systems or facilities.

7.3 Warranty disclaimer: The foregoing limited warranty terms are in lieu of all obligations or liabilities on our part arising out of, or in connection with, our software and state our entire liability and your exclusive remedies relating to them. Except as otherwise expressly provided in these terms, the softwares and any accompanying documentation are provided "as-is" and without express or implied warranty or condition of any kind, either by us or anyone who has been involved in its creation, installation, or distri­bution, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, satisfactory quality, title, and non infringement. Additionally, we make no express or implied warranty that software provided to you in connection with these terms, is or will be secure, accurate, complete, uninterrupted, free of errors, or free of viruses, or other malware or program limitations. If you are a reseller of the software you shall not make or pass on to your own customers any warranty, condition or representation on behalf of us other than, or inconsistent with, the applicable limited warranty in the software provided to you.

8. Warranty Procedures:

8.1 Warranty Repair Procedure: If any software fails during the warranty period for reasons covered by our limited warranty and you notify us of such failure during the warranty period, we will at our option repair a nonconforming software with new, equivalent to new, or reconditioned parts or software or, if either of the foregoing is commercially impractical in Electraform Ltd’s determination, refund the software purchase price you paid (excluding separate costs of installation, if any) upon your return of the software in accordance with our software return procedures as referenced in Section 5 above. Any repaired or replaced software will be warranted for a period of 30 days or the remainder of the original warranty period, whichever is longer. 8.2 Determination of Warranty Applicability: We reserve the right to refuse warranty services if the software date of purchase cannot be proven, if a claim is made outside the warranty period or if a claim is excluded under Section 7.2 above. Following our examination of your claim, we will notify you of warranty status and the repair cost of any out-of-warranty software. At such time you must issue a valid purchase order to cover cost of the non-warranted software repair.

9. Limitation of liability:

Our entire liability for any and all claims arising out of or in connection with these terms is limited to the amounts you actually paid to us under the terms. Further, neither we nor our suppliers are liable for any incidental, consequential, punitive damages or other damages, or loss of profits, loss of revenue, loss of data, loss of use of the software or any associated equipment, costs of cover, downtime and user time or for breach of any express or implied warranty or conditions, breach of contract, negligence, strict liability or any other legal theory related to the software. Except to the extent prohibited by applicable law, any implied warranty of satisfactory quality or fitness for a particular purpose applying to the software is limited in duration to the duration of the warranty specified in section 7, above. You and we agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Electraform Ltd’s sale of software to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.

10. Intellectual Property Ownership:

You agree that Electraform Ltd owns all right, title and interest to all intellectual property and other proprietary rights to documents and materials, calculations, drawings, models, plans, sets of tools, technology, software, designs, engineering details, schematics and similar data relating to or incorporated in the software and any accompanying documentation or information derived from the foregoing. You shall take reasonable precautions to prevent unauthorised access and use of the software and documentation by third parties. To the extent permitted by relevant law, you shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the software, or attempt to do so. You are prohibited from, and shall prevent any third party from, removing, covering or altering any of our patent, copyright or trademark notices placed upon, embedded in our website or displayed by the software or their packaging and related materials. We reserve all rights in the software not specifically granted to you under these Terms.

11. Default:

We reserve the right by written notice of default to cancel or indefinitely suspend an accepted order and to refuse additional orders if: (i) you default in performing your obligations under these Terms, (ii) you cease business operations or enter into any bankruptcy, insolvency, receivership or like proceeding not dismissed within 30 days, or assign your assets for the benefit of creditors, or (iii) when obtaining third-party financing in connection with your software purchase(s) you fail to do so in a timely manner on terms satisfactory to us.

12. Force Majeure:

Neither party will be liable for non-performance (except for payment obligations) due to causes beyond its reasonable control, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.

13. Online Privacy:

Our Privacy Statement is published here and incorporated herein by this reference.

14. Notices:

Any notice or other communication given by either party to the other regarding these Terms will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to the party at its notice address. Either party may change its notice address by written notice to the other. Your notice address will be the address appearing on the accepted purchase order. Our notice address is: Electraform Limited, 57 Barn Mills, Carrickfergus, Co. Antrim, BT38 7GZ.

15. Official Language:

The official language of these Terms is English. If there is a conflict between versions of these Terms in any other language, the English language version controls.