APRO Sales Supporting Online APRO Sales Supporting Online  
A PRO Partner of Military & Industrial Flash Solutions  
Terms & Conditions of Sale (International outside of Taiwan)
  The following Terms and Conditions of Sale (“Terms”) shall apply to all quotations and offers made by APRO Co., Ltd (“APRO”), and purchase orders accepted by APRO. Terms and conditions of the Customer that diverge from the following Terms and Conditions shall be invalid unless expressly accepted by APRO in writing. As used herein, the term “APRO” shall apply to APRO Co., Ltd, the term “Goods” shall refer to any and all products or services purchased from APRO, and the term “Customer” shall refer to the purchaser of Goods from APRO.
1. CONFIRMATION OF ORDER
  1-1 Proforma Invoice. The Proforma Invoice is provided based on the purchasing order or written order request by Customer. It is deemed as the official sales contract between APRO and Customer and should there be any discordance between the Proforma Invoice and purchasing order, the Proforma Invoice should prevail. The Proforma Invoice is not considered effective until APRO receives a signed copy or equivalent confirmation by an authorized representative of Customer.

1-2 Pricing. The total purchase price quoted by APRO on the PERFORMA INVOICE to Customer for the Goods is based on Ex-Works (ICC 2010) unless otherwise specified. Any taxes, shipping fees shall not be included in the unit price of Goods.

1-3 Currency. All prices are deemed to be in United States dollars except as otherwise provided in writing.

1-4 Taxes. The amount of any tax which APRO may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of the Goods shall be the responsibility of the Customer and may be added to the price of such Goods.
2. TERMS OF PAYMENT
  2-1 Currency. Payment for Goods is only accepted in US Dollar unless otherwise agreed in writing and beforehand by APRO to be paid in another currency. In the the case of payment made in a currency other than US Dollar, the additional costs related to this payment shall be the responsibility of the Customer.

2-2 Method. The date of payment is understood to the date of effective receipt of the payment by APRO or by the accounting department of APRO.

2-3 Payment Term. Unless otherwise agreed by APRO and addressed on the Proforma Invoice, the payment is due by the shipping date of the Goods.

2-4 Deposit. APRO reserves the rights to require a certain amount of deposit before production of any order which is deemed necessary in written by both APRO and Customer.

2-5 Offset. The Customer will only be able to delay payments or offset its debts to APRO after having obtained approval in writing beforehand by APRO.
3. MODIFICTION OF ORDER
  3-1 Modification. APRO does NOT accept any changes as regard to Part Number, Quantity, and engineering settings after PROFORMA INVOICE are confirmed by both parties unless exceptionally agreed by APRO in writing with the revision of Proforma Invoice.

3-2 Cancellation. APRO does NOT accept order cancellation after Proforma Invoice is confirmed by both APRO and Customer unless otherwise agreed in writing beforehand.
4. DELIVERY
  4-1 Delivery. Delivery is made according to the incoterm Ex-Works (ICC 2010). Unless otherwise expressly agreed, the Customer is in charge of packing charges, transport costs and customs fees, the responsibility of APRO cannot be engaged for such costs and fees.

4-2 Delivery timeframe. The delivery timeframe is given solely for information purposes. The exceeding of the given deadline cannot be a reason for cancelling the contract and asking for an indemnity.

4-3 Shipping date. The shipping date refers to the date of dispatching out of APRO’s warehouse. APRO does not guarantee the specific time frame of the delivery at the destination. Any penalty clause for late delivery included in an order by the Customer is without effect.
5. INSPECTION, ACCEPTANCE & REJECTION OF GOODS
  5-1 Inspection. If any Goods should arrive at Customer’s destination in a damaged condition or should a shortage exist, the damage or shortage shall immediately be reported to the delivering carrier and the APRO within one business day. In the case of damaged Goods, a joint inspection of the loaded carrier shall be arranged with the representatives of the carrier and APRO. Where the carrier’s equipment cannot be held for inspection, the Goods shall be unloaded, protected and held for joint inspection. Before unloading, the alleged damage or shortage shall be noted on the carrier’s delivery receipt and signed by the carrier’s agent.

5-2 Notification of Claims. Customer shall notify carrier and APRO of any claim resulting from damage or shortage incurred within 7 working days of delivery of the Goods to the first destination to which they are available for Customer’s inspection, which APRO and Customer agree is a reasonable time. The failure to notify APRO of any claim within the time period specified by this section shall constitute a waiver and bar such claim.

5-3 Failure to Accept Purchased Materials. If Customer requests deferral of shipment, fails to accept shipment, fails to pick up the Goods, or otherwise fails to provide information, material or documentation necessary for the delivery of the Goods, APRO may charge Customer reasonable fees within five days after APRO’s notice to Customer of the availability of the Goods.

6. LIABILITIES & REMEDIES
  6-1 Limitation of Liability. APRO’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS, AND UNDER NO CIRCUMSTANCES SHALL APRO BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS, OR LOST SALES. CUSTOMER’S LIMITED WARRANTY OF REPLACEMENT OR RETURN OF OR CREDIT ON THE PURCHASE PRICE ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES. APRO AND CUSTOMER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE GOODS IS A CONSIDERATION IN LIMITING APRO’S LIABILITY.

6-2 Technical Advice. APRO assumes no obligation or liability for any technical advice furnished by APRO, including without limitation, technical advice with respect to the use of APRO’s goods and services, all such technical advice being given and accepted at Customer’s risk.

7. MISCELLANEOUS
  7-1 Severability. If any provision of these Terms is declared invalid under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. All other provisions will remain in full force or effect.

7-2 Nonwaiver. APRO’s failure to enforce or declare a default or breach with respect to Customer’s nonperformance of these Terms shall not be construed to be a waiver of APRO’s right to insist on strict compliance with any other term or condition or, on a subsequent occasion, with respect to that particular term or condition.

7-3 Force Majeure. APRO will not be liable for any delay in performance resulting in whole or in part from fires, floods, or other catastrophes; unusually severe weather conditions; strikes, lockouts or labor disruptions; wars, terrorist attacks, riots or embargo delays; mill conditions; shortages of transportation or other equipment, fuel, labor or materials; or any other circumstances or causes or acts of God or public enemy, whether similar or dissimilar, beyond the control of APRO in the reasonable conduct of its business.

7-4 Indemnification. Customer agrees to indemnify and hold APRO harmless from all liability, damages, or costs, including attorney’s fees, relating to Customer’s use of the Goods. If Goods are manufactured in accordance with Customer’s designs, blueprints, drawings or specifications, Customer agrees to indemnify and hold APRO harmless from all liability, damages and costs, including attorney’s fees, arising out of patent infringement claims.

7-5 Governing Law. These Terms shall be governed by and construed in accordance with the law of Republic of China (Taiwan), without regard to conflict of law principles.

7-6 Entire Agreement. These Terms represent the entire agreement between the parties relating to the subject matter herein and supersede any prior representations or agreements, oral or written, and all other communications. These Terms and Conditions will not be varied except in writing, signed by the parties.
TOP