General Terms and Conditions

General Terms and Conditions

General Terms and Conditions

  1. General:Unless otherwise expressly agreed in writing, all offers, orders, shipments, uses of Cicicom’s firmware, software and hardware (“Products”), as well as all support and data services are governed by these general terms and conditions (“General Terms and Conditions”). Any terms and conditions stipulated by the Customer which are different from the General Terms and Conditions shall be valid only if expressly agreed by Cicicom in writing. These General Terms and Conditions constitute the entire, complete and exclusive agreement between Cicicom and the Customer (“the parties”). By taking delivery of Products or Third Party Software or by using support or Data Services, Customer accepts these General Terms and Conditions.
  2. Conditions of Use: Cicicom grants Customer a non‑exclusive, non‑transferable, worldwide license to use the Cicicom software provided to Customer to the extent necessary to operate and use the Cicicom hardware. Cicicom application software may be modified and sublicensed to the extent necessary for Customer and its own customers to operate and use the Products. Except where Customer is a distributor, the resale of standalone Products is strictly prohibited. It is, unless expressly authorized in this Clause 2. or by mandatory provisions of law, forbidden to decompile, to detect the source code or the underlying user interface techniques or algorithms of the software, to change, reproduce or develop the software, to take action that would cause the software to be placed in the public domain or open source community or general public libraries, or to reproduce, change or reverse engineer the hardware.
  3. Price:All prices and charges on Cicicom’s products include packaging costs and exclude VAT, other taxes, withholding tax, duties, bank charges and fees. Shipment costs will be calculated separately.
  4. Shipment:Products are shipped by Cicicom at Customer’s cost and risk to the address indicated in the order. Shipments are in multiples of minimum order quantity (MOQ) as applicable for each Product type. For quantities below MOQ a surcharge applies.
  5. Incoming Inspection:Customer shall perform incoming inspection as necessary to ascertain that the Products shipped correspond to the order confirmation. Customer may reject those Products that do not correspond to the order confirmation within five (5) business days from the receipt of shipment. In the event Customer does not reject the Products within the five (5) business day period, Customer shall be deemed to have accepted the delivered Products in full.
  6. Return Policy: In the event that the Customer wishes to return a shipment without any warranty or incoming inspection claims, and without any proven defects, the Customer agrees to pay a restocking and handling fee of 50% of the Product price. Shipping for returned shipments is at the responsibility and cost of the Customer. Products can only be returned after receiving a Return Material Authorization (RMA) number which can be requested at rma@cicicom.gr. Only unopened Products in their original packaging can be returned. Products sold under a Non‑Cancellable, Non‑Returnable (NCNR) purchase order cannot be returned.
    These RMA Terms and any dispute or claim arising out of or in connection with them or their subject matter or information (including non-contractual disputes or claims), shall be governed and construed in accordance with the laws of Greece and the parties agree to submit to the exclusive jurisdiction of the Greek courts.
  7. Warranties: Cicicom’s Product warranty applies for a period of twelve (12) months from the date of delivery for any proven defects due to bad material or poor workmanship. Cicicom undertakes, at its sole discretion, to repair or, replace the defective hardware. It is the Customer’s responsibility to arrange and pay the return shipment of the defective hardware to Cicicom. Return shipment will only be accepted if such shipment is in accordance with the conditions of Cicicom’s Return Material Authorization (RMA) Request form. Repaired or replaced hardware will be warranted hereunder only for the remaining portion of the original warranty period. Any guarantee or additional warranty, implied warranty (merchantability or fitness for a particular purpose) or any return due to reasons other than the above‑mentioned is expressly excluded. Any removed hardware shall become Cicicom’s property. The Customer shall bear the associated costs of replacement of any defective hardware (i.e. removing, transporting and reinstalling). Excluded from Cicicom’s warranty are all defects, which result from normal wear and tear or damaging external influences (e.g. electromagnetic, electrolytic, chemical, weather, air pollution), unapproved repairs, improper maintenance or storage, failure to observe the user manual and mounting instructions, excessive loading, inappropriate or insufficient testing, inappropriate material or processes, failure to implement updates or upgrades of firmware or software as recommended by Cicicom. Before mass‑production, Customer shall perform tests as necessary to assure that the Products are fit for the purpose intended by the Customer. Cicicom’s warranty applies only to Products that are identified as “Initial Production”, “Mass Production” or ”End of Life” and not to samples. The warranty terminates upon the Customer’s breach of any obligation under the General Terms and Conditions. A warranty claim must be made within three (3) days after discovery of the defect by Customer, otherwise Cicicom’s warranty coverage shall not apply. Data Services and support are provided on an “as is” basis and Cicicom, its affiliates and third party licensors expressly disclaim all warranties, whether express, implied or statutory.
  8. Data Services: Cicicom grants Customer a non‑exclusive non‑transferable, license to retrieve data from the Cicicom servers and to transfer such data to Customer’s servers or devices for the sole purpose of using such data in connection with a Product. Customer shall ensure that any system (e.g. Customer’s servers) containing the data or access credentials are kept secure and inaccessible to unauthorized third parties. In any event of a breach of Customer’s system, Customer shall notify Cicicom immediately. Customer and its own customers are not permitted: (i) to make modifications or derivative works of the data or of the Data Services, (ii) to interfere with their performance, (iii) to use them in any illegitimate or illegal manner, or (iv) to reverse engineer, decompile, disassemble or otherwise attempt to discover their source code. Cicicom reserves the right to refuse or interrupt the services for any reason such as maintenance, patches or upgrades and to disable or to completely deactivate any Customer access to the data without prior notification.
  9. Liability:Cicicom excludes any liability for support and Data Services. Cicicom’s maximum cumulative liability under the General Terms and Conditions and under any order, order confirmation or delivery is limited to the lesser of EUR50,000 or the total payment received by Cicicom from Customer for the Products giving rise to the liability or indemnity obligation. Any liability which is not expressly mentioned under the General Terms and Conditions and any liability, without limitation, for indirect or consequential damages, loss of profit, irrespective of the grounds on which it is based (including late, partial or no delivery, infringement of intellectual property rights, tort, contract or strict liability), is excluded by Cicicom to the maximum extent authorized by law. Cicicom’s liability applies only to Products that are identified as “Initial Production”, “Mass Production” or”End of Life”. Customer using or selling Products in devices or systems where malfunction can result in personal injury or casualties, do so at their own risk and agree to hold Cicicom harmless from any claims, liabilities or damages as a consequence. The use or sale of Products in countries subject to different regulations and standards than those in force at Cicicom’s place of production, are at Customer’s risk. Cicicom reserves the right to control the defense and settlement of any claim, for which Cicicom has an obligation to indemnify hereunder. Cicicom shall not be liable for non, partial or bad performance due to any event beyond its reasonable control, including, but not limited to, acts of God, floods, wars, fires, material shortages of suppliers, changes in government rules and regulations.
  10. Indemnification:Customer shall indemnify and hold Cicicom harmless against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees, arising out of claims, suit, allegations or charges of Customer’s failure to comply with the General Terms and Conditions.
  11. Ownership:Ownership of the Hardware shall remain with Cicicom until receipt of full payment. No intellectual property rights are assigned or sold.
  12. Technical Information:Instructions, recommendations, data and drawings in summaries, brochures, datasheets, manuals, catalogues and on Cicicom’ website are not binding and do not constitute a warranty (express, implied or statutory). Cicicom may modify such information at any time without notice.
  13. Product Change Notification: Cicicom may change Products or discontinue a product according to its product change notification procedure.
  14. Confidentiality: Unless a confidentiality agreement applies between the parties (which shall take precedence), the following terms shall apply: technical, financial or commercial information (including the business relationship) disclosed by Cicicom to Customer shall be treated by Customer as strictly confidential and may not be copied, modified or disclosed to third parties by Customer. Cicicom reserves the right to share Customer’s information with third parties in order to fulfill legitimate business interests or to comply with legal requirements (including but not limited to sharing with Cicicom’s auditors or Cicicom’s licensors’ auditors, as required by a court order, subpoena or government investigation) or sale of a business unit.
  15. Assignment: Customer is forbidden to assign its rights and/or obligations in part or entirely to a third party without Cicicom’s written approval.
  16. Severability: If any term of the General Terms and Conditions is or becomes illegal, invalid or unenforceable in any applicable jurisdiction, this shall not affect the legality, validity or enforceability of any other term of the General Terms and Conditions, and such term shall be replaced by the term that comes closest to its intended economic purpose to the maximum extent authorized by law.
  17. Law and Jurisdiction: All contracts between the Parties are subject to Greek laws. The United Nations Convention on Contracts for the international sale of goods 1980 shall not apply. Any litigation arising under the General Terms and Conditions shall be brought before the courts of Athens Greece. Cicicom may also raise a claim at the Customer’s place of residence or at the place of delivery.Issue 1.1.2019