Terms and Conditions of sale
RanMarine Technology B.V.
Dutch corporate registration number 65812441
RDM Innovation Dock, Scheepsbouwweg, 3089 JW Rotterdam, Netherlands
Definitions. In this document, unless the context clearly indicates otherwise: “RanMarine” means RanMarine Technology BV; “Seller” means RanMarine; “Buyer” means the person who purchased RanMarine product; “End User” means the person who is using RanMarine product; “Third Party” means any person who has or claims a contextual interest in RanMarine product but is not Buyer or Seller; “Hardware” means physical or tangible RanMarine product (including and not limited to machines, component parts, replacement and spare parts, accessories, add-ons and adornments); “Software” means the coded programs and operating systems by which instructions are given by humans to RanMarine machines; words of one gender shall include the other and vice versa; words of singular number shall include the plural and vice versa; “Terms & Conditions” means the content of this document and shall include any other special considerations that RanMarine has agreed in writing at point of sale.
Offer and Acceptance. Seller commits to honour its own offer of product at the stipulated price, provided that Seller receives notice of acceptance before the stipulated offer expiry date. Seller is not obliged to honour any offers made by any Third Party. The Terms & Conditions herein are applicable to any offer of sale of RanMarine product; acceptance of an offer to buy RanMarine product implies acceptance by Buyer of these Terms & Conditions, and Seller accepts its own obligations as stipulated in these Terms & Conditions. Buyer may accept other terms or conditions stipulated by a Third Party and Seller will not be bound by these other terms or conditions, notwithstanding any language or representation to the contrary.
Pricing and Payment. All offers by Seller are made, and payment shall be due, in Euros (EUR), except where a different currency is named in an accepted offer, in which case payment shall be due in the currency so named. Buyer accepts liability for paying the stipulated amount on or before the stipulated due date. Unless otherwise specified in writing, payment to Seller will be in cash by wire transfer. Any amounts due to Seller but not paid by the stipulated due date will accrue interest at the greater of the Netherlands bank lending rate and Seller’s own short-term facility rate; said interest will accrue monthly in arrears on the last Dutch working day of the month. Buyer accepts liability for any other reasonable costs that Seller incurs in recouping past-due amounts. Buyer indemnifies Seller against any applicable taxes, levies, duties, excises or charges, except where Buyer can furnish valid proof of exemption from same.
Import/Export Compliance. All product provided by Seller to Buyer is subject to the export control laws and regulations of The Netherlands. Buyer accepts responsibility for and costs of compliance with the import/export laws and regulations of any other relevant countries, and indemnifies Seller against any claims or liabilities arising from Buyer’s failure to comply with same.
After-sales Services. Seller commits to honour any warranties described in the Warranty Appendix to this document. Except for such warranty fulfilment, Seller shall not be bound to deliver any services beyond the delivery of properly functioning product, unless such services have been stipulated and agreed in writing, and subject to such terms as agreed in writing.
Warranties. Seller warrants that its product is shipped to Buyer in good and proper working order, capable of fulfilling its core purpose. Seller commits to remedy any in-warranty items that are found to be defective, to the extent that such defective items prevent the product from fulfilling its core purpose, subject to the following exclusions: reasonable wear and tear; deliberate or accidental misuse; where Buyer has declined Seller’s preferred shipping method; where a person not properly authorized by RanMarine has opened or penetrated or otherwise compromised the integrity of the Hardware or the Software. The full list of in-warranty items appears in the Warranty Appendix below.
Fair and Reasonable Use. The lawful owner of RanMarine product is entitled to peaceful and uninterrupted use of that product, to the extent permitted by the laws of the place where that product is located. Buyer indemnifies Seller absolutely against any and all claims arising from the use, whether lawful or not, of its acquired RanMarine product.
Tooling and alteration. The lawful owner of RanMarine product is entitled to affix new fixtures or fittings to product Hardware, in order to modify the performance of the product, to the extent permitted by the laws of the place where that product is located and subject to the terms of any other agreements with RanMarine. Any such modification voids any warranty from Seller. Buyer indemnifies Seller absolutely against any and all claims arising from the modification, whether lawful or not, of its acquired RanMarine product.
Branding and Messaging. The lawful owner of RanMarine product is entitled to modify the exterior Hardware that is in plain public view during normal use, in order to promote a brand or disseminate a message, to the extent permitted by the laws of the place where that product is located, and provided that RanMarine’s own branding on that product may not be modified, altered, recolored, repositioned, covered, hidden or otherwise interfered with in any way, and provided that due consideration has been paid to RanMarine. Buyer indemnifies Seller absolutely against any and all claims arising from the branding or messaging, whether lawful or not, upon its acquired RanMarine product.
Cease and Desist. Where Seller reasonably considers that any usage, tooling, alteration, branding or messaging as contemplated above is harmful to RanMarine’s own brand, Buyer and End User agree to abide absolutely, immediately and without contest with any requests from Seller to cease and desist a stipulated activity, and with any requests from Seller to remedy a stipulated harm. Buyer and End User accept joint and several liability for any costs incurred by Seller in enforcing compliance with such requests.
End User Licence Agreement for Software. Seller grants to Buyer and End User an unlimited and unencumbered licence to use the operating Software that is germane to the purchased RanMarine Hardware, for the purposes of lawful use of that Hardware only, and subject to the following restrictions: the Software may not be copied, replicated, reverse engineered or passed off as belonging to any person other than RanMarine; the Software may not be applied, either in whole or in part, to any Hardware that is not RanMarine product; the Software may not be used for any commercial, social or ecological activity except where embedded inside RanMarine Hardware. Buyer indemnifies Seller absolutely against any and all claims arising from the unlawful, and from harm or damages caused by the lawful, use of RanMarine Software that Buyer has purchased.
Ownership of and Access to Data. Seller retains ownership of all data gathered by RanMarine product, wherever that product may be and whenever it may be operating, to the extent allowed by law and notwithstanding any claims or representations made by any other person. Buyer and interested Third Parties acknowledge Seller’s right to compile, aggregate, store, interpret and disseminate data collected by RanMarine product. Seller commits to preserve the anonymity and confidentiality of Buyer and interested Third Parties, at all times and without limitation, when working with the aforementioned data. Buyer indemnifies Seller absolutely against any and all claims arising from the use, whether lawful or not, of data that Seller has provided to Buyer. Buyer indemnifies Seller absolutely against any and all claims arising from dissemination of data pursuant to passage of law or force majeure.
Proprietary Rights. Seller retains ownership of and rights to any ideas, concepts, specifications, templates, scripts, inventions, discoveries, works of authorship, products, processes, techniques, data, information and general know-how developed by Seller, its employees and its subcontractors, and Buyer acknowledges same. Seller retains ownership of and rights to patents, copyrights, trademarks and trade secrets, whether registered or pending registration, and Buyer acknowledges same. Unless otherwise agreed in writing, Seller retains ownership of and rights and title to all Software delivered by Seller, or embedded in Seller’s Hardware. Unless otherwise identified in writing to Seller, no information or knowledge heretofore or hereafter disclosed to Seller in the performance of, or in connection with, the terms hereof, shall be deemed to be confidential or proprietary and any such information or knowledge shall be free from restrictions, other than a claim for patent infringement, as part of the consideration hereof.
Intellectual Property Indemnity. Seller warrants that it is the lawful owner of all patents, trademarks, copyrights, Software and Hardware to which it claims title, and indemnifies Buyer against all claims from Third Parties to the contrary. To the extent that any RanMarine product is either deemed by a court of competent jurisdiction or believed by Seller to infringe a Third Party’s proprietary rights, Seller may either (i) modify the purchased product to remove the infringement, or (ii) obtain for Buyer a licence to continue using its purchased product on substantially the same terms set forth herein, or, if neither of the foregoing alternatives is reasonably available to Seller, (iii) Seller may require Buyer to return the infringing product and all rights thereto, and refund to Buyer the monies paid to Seller by Buyer for the infringing product. Seller shall have no obligation under this provision to the extent any claim is based on (i) modification of RanMarine product by a person other than Seller, (ii) the use of RanMarine product with product not supplied by Seller, (iii) the use or installation of RanMarine product in an environment for which RanMarine product was not designed, (iv) Buyer’s failure to use updated or modified versions of RanMarine product provided by Seller, or (v) the negligent acts or omissions or willful misconduct of Buyer, its employees, representatives, or affiliates. The foregoing constitutes Seller’s entire liability and Buyer’s sole and exclusive remedy with respect to any claims of infringement of any Third Party intellectual property rights.
Force Majeure. Where Seller believes that a force majeure event has prevented or delayed, or will prevent or delay, it from fulfilling any obligations set forth in this document, then it will be not be liable for any costs or damages arising from such failed or delayed performance, provided that Seller has notified Buyer in writing at its earliest opportunity. For avoidance of doubt, force majeure describes any event that is beyond the Seller’s reasonable control. Buyer and Seller may agree any appropriate remedial action pursuant to such a force majeure event.
Limitation of Liability. Seller is not liable under any circumstances for any costs or expenses incurred by Buyer or any Third Party in the enforcement of rights under these Terms & Conditions. In any event, Seller’s liability shall be limited to the cost of repair or replacement, as stipulated in the appendix below, of RanMarine product acquired by Buyer from Seller.
Entire Agreement. This document sets forth the entire agreement and understanding between the Seller and other parties as to the subject matter hereof. This document supersedes and replaces all prior discussions, commitments, agreements, arrangements, and understandings of any nature relating to the subject matter hereof.
Severability. If any provision of this document is deemed by a competent court to be illegal, invalid or unenforceable, either in whole or as applied to a particular circumstance, then: such provision shall be deemed amended to conform to the applicable law so as to be valid and enforceable or, if it cannot be so amended, it shall be stricken; the legality, validity, and enforceability of such provision shall not in any way be affected or impaired in any other jurisdiction; and the other provisions of this document will remain in full force and effect.
Dispute Resolution. In case of any dispute arising in respect of these Terms & Conditions, the governing law and forum shall be The Netherlands, proceedings to be conducted in English, with resolution by arbitration. Seller reserves the right to appoint the arbitrator. A party may seek provisional relief from any court of competent jurisdiction, if appropriate to protect itself pending the arbitration contemplated above. In case of any conflict of laws, the law of Seller’s forum shall prevail. Any action on dispute must be brought within twenty-eight (28) days after the cause of action arises. The delay or failure of a party to assert any of its rights under these Terms & Conditions will not constitute a waiver by that party of those rights, nor will it constitute a ratification of the action that is alleged to have offended those rights.