Terms & Conditions, Policies
1. GENERAL
1.1. Quotations are valid for only (30) days unless otherwise specified in the quotation.
1.2. All quotations and purchase orders are subject to these Terms and Conditions.
1.3. Taraz Technologies reserves the right to modify the Terms and Conditions at any time.
1.4. In these Terms and Conditions, the expression “Products” relates to the Products including hardware or software, and services, which Taraz Technologies proposes to sell or has sold to the Buyer.
1.5. Taraz Technologies reserves the right to change the technical specifications of the Products without notice.
1.6. Taraz Technologies can make changes to the quoted list of Products, which may lead to improvements without changing the price.
1.7. Acceptance of the Buyer’s purchase orders by Taraz Technologies does not constitute acceptance of the Buyers’ terms and conditions unless specifically authorized with the written consent by Taraz Technologies. In the event of the lack of enforcement of these terms and conditions by Taraz Technologies or by the agent of Taraz Technologies or by Taraz Technologies’ subsidiary, neither waiver of Taraz Technologies’ terms and conditions, nor Taraz Technologies’ acceptance of Buyer’s conditions of purchase is to be deemed or implied. In any event, if the Buyer fails to notify Taraz Technologies in writing within fifteen (15) days of Taraz Technologies’ order acknowledgment that any terms or conditions of that order are unacceptable to the Buyer, the Buyer shall be deemed to have accepted the Contract as set forth in the acknowledgment. Upon acceptance in this manner, the Contract cannot be canceled, revoked, or modified in any particular without the specific written consent of Taraz Technologies, after appropriate provision for payment by the Buyer for any additional costs and expenses resulting from such changes.
1.8. This Contract shall be governed by, and construed in accordance with the laws of the Islamic Republic of Pakistan applicable herein.
2. PAYMENT TERMS
2.1. 100% Advance payment with a purchase order is required unless otherwise specified in the quotation or distributorship agreement.
2.2. For orders including third-party software and/or hardware, Taraz Technologies will invoice the Buyer immediately after receiving the purchase order. The Buyer understands that Taraz Technologies will not be able to deliver any Products unless the third-party software and/or hardware have been fully paid.
2.3. Taraz Technologies reserves the right to vary the terms of payment and to require payment in full prior to delivery if, at any time, the creditworthiness of the Buyer is, in Taraz Technologies’ opinion, unsatisfactory. If the Buyer has not paid Taraz Technologies in full within 30 days of the payment being due, Taraz Technologies may, at sole discretion, withdraw the Contract and resell or dispose of the Products without prejudice to any claims for damages against the Buyer.
2.4. Payment of invoices must be received within 30 days from the date of invoice, thereafter Taraz Technologies reserves the right to charge 5% of the contract value as a penalty.
2.5. If payment is not received by Taraz Technologies within 30 days from the date of invoice, Taraz Technologies may at its sole discretion:
2.5.1. Withhold further supply, activate software time locks, and dispose of stock reserved for the order.
2.5.2. Institute legal action for recovery of the outstanding balance plus penalty and costs incurred, including legal costs; and
2.5.3. Require the Buyer to make full payment before delivery for any further Products, and
2.5.4. Taraz Technologies shall not be liable to the Buyer for any loss or damage resulting directly or indirectly from such action.
3. DELIVERY AND ACCEPTANCE
3.1. The delivery terms are on EXW Rawalpindi Pakistan basis unless otherwise specified in the quotation.
3.2. All delivery dates quoted are estimated and do not form a term of a sales contract. Taraz Technologies commits to delivery schedule but will not accept order cancellation and shall not be held liable for any direct or indirect losses which may arise from late delivery.
3.3. In case of force majeure, Taraz Technologies shall be released from its obligation to deliver until the end of the force majeure situation. Taraz Technologies shall inform the contracting party thereof immediately. The shortage or unavailability of raw materials and provision of means of transport, strikes and lock-outs, breakage, accident, or other damage to or failure of machinery or equipment are considered cases of force majeure. At the end of the force majeure situation, it shall be decided by the mutual agreement whether a subsequent delivery is to be carried out for those deliveries which were not made during the force majeure situation.
3.4. Title to the Products will not pass to the Buyer until the payment has been paid in full.
3.5. Taraz Technologies accepts no responsibility for damage or loss of Products in transit. Any such damage should be claimed to the carrier directly and notified to Taraz Technologies within five days of receipt.
3.6. If the Products are lost or not received by the Buyer within ten days of shipping, Taraz Technologies should be immediately notified.
3.7. At the time of delivery, the Buyer should verify the condition of the tape used for packaging of Products shipped, and notify Taraz Technologies of any issue at sales@taraztechnologies.com. Failure to report any damage of the shipped Products, Buyer will be held responsible for all damages.
3.8. The Buyer must familiarize himself with best practices for user and Product safety, as well as important notes and warnings specific to Products. These are in addition to, and do not replace, all other generic and specific safety information provided, and can be found in the product user guides/datasheets.
3.9. Taraz Technologies shall not be held liable for any defect that arises because the Buyer did not follow oral or written instructions about the storage, commissioning, installation, use, and maintenance of the Products and/or misuse or alteration of the Products, negligence, willful damage or any other act by the Buyer, its employees or agents or any third parties.
4. CANCELLATION AND RETURN POLICY
4.1. Taraz Technologies does not accept returns of Products or services due to change of mind or changes to requirements and/or specifications. However, Taraz Technologies may facilitate the Buyer at its sole discretion.
4.2. The Buyer is liable for the cost of parts that have been purchased or expenses that have been occurred prior to cancel the order.
4.3. Taraz Technologies warrants its Products against defects in material, workmanship and design within the warranty period. The defective Products will be repaired or replaced, free of charge, if shipped prepaid to Taraz Technologies address.
5. WARRANTY
5.1. All physical Products provided to the Buyer are covered by a limited warranty period of twelve (12) months. The warranty period starts at the time of delivery.
5.2. If the Buyer informs Taraz Technologies about a defect, Taraz Technologies shall either repair or replace it as soon as possible, provided that the part was proven to be defective during the warranty period and that the defect is due to bad material, faulty design or poor workmanship.
5.3. All defects that are not due to bad material, faulty design, or poor workmanship are not covered by the warranty. This includes:
5.3.1. Damages to the parts such as IGBTs, MOSFETs, diodes, capacitors, etc.
5.3.2. Damages resulting from normal wear, misuse, improper maintenance, overloading, chemical or electrolytic action, and any other reason beyond Taraz Technologies’ control.
5.3.3. Damages resulting from faulty control system implemented on the Products.
5.4. Demo units, samples, and marketing Products are not covered by this warranty.
5.5. All software provided by Taraz Technologies is accepted by the Buyer “as is”. Taraz Technologies does not warrant that the software will be uninterrupted or error-free.
5.6. Return shipping costs are the responsibility of the Buyer. Returned parts shall become Taraz Technologies’ property.
5.7. Taraz Technologies shall bear the costs of repairing/replacing the defective Products. Costs of failure analysis, if any, shall be borne by the Buyer. If the repair cannot be carried out at Taraz Technologies, the Buyer shall bear the costs of transport, traveling, living, dismantling and reassembly of the defective Products.
5.8. The warranty period shall expire immediately if:
5.8.1. the Buyer or any third party undertakes any modifications or repairs to the Products; and/or
5.8.2. the Buyer does not immediately take appropriate steps to avoid damage and let Taraz Technologies remedy such defect; and/or
5.8.3. the Product is misused electrically or mechanically.
6. INTELLECTUAL PROPERTY
6.1. The term “Intellectual Property” means;
6.1.1. all inventions (whether or not patentable or reduced to practice), all improvements thereto, and all patents and industrial designs (including utility model rights, design rights, and industrial property rights), patent and industrial design applications, and patent disclosures;
6.1.2. all trademarks, service marks, designs, trade dress, logos, slogans, and all other indicia of origin, and all goodwill associated with any of the foregoing;
6.1.3. all works of authorship (whether or not copyrightable), copyrights (including “look-and-feel”), mask works, database rights, and moral rights;
6.1.4. all trade secrets, know-how, technologies, processes, techniques, protocols, methods, formulae, recipes, product specifications, data, scents, initials, algorithms, compositions, industrial models, architectures, layouts, designs, drawings, plans, specifications, methodologies, ideas, research and development, and confidential information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals);
6.1.5. all software; and
6.1.6. all other proprietary and intellectual property rights worldwide.
6.2. All Intellectual Property rights belong to Taraz Technologies and shall remain Taraz Technologies’ sole property. Nothing contained in this Contract shall give the Buyer any rights to Taraz Technologies’ Intellectual Property, and all use by the Buyer of Taraz Technologies’ trademarks and symbols shall be to the benefit of Taraz Technologies.
6.3. The sale and purchase of the Products do not confer on the Buyer any of Taraz Technologies’ Intellectual Property rights.
6.4. The Buyer agrees to inform Taraz Technologies of any known infringement or known alleged infringement of industrial, commercial, or Intellectual Property rights, belonging to Taraz Technologies, or any legal action taken against the Buyer in respect of the breach of such rights. The Buyer shall safeguard Taraz Technologies´s interests by making information on such infringement to Taraz Technologies immediately available.
6.5. Taraz Technologies grants to the Buyer a limited, non-exclusive, non-transferable, royalty-free, worldwide right and license to Taraz Technologies’ Intellectual Property necessary for unrestricted use and support of the Products provided under the Contract. This license does not confer to Buyer any right to copy and reproduce, alter or otherwise modify Taraz Technologies’ Intellectual Property.
7. LIABILITY
7.1. Limited liability: unless otherwise provided in this contact, under no circumstances will Taraz Technologies or its subcontractors or suppliers be liable towards the Buyer or any third party for any, direct, indirect, special, incidental, punitive or exemplary damages, or claims or costs of any kind including, without limitation, any loss of profits or other economic loss (resulting from a contractual or extra-contractual fault or from negligence), arising out of relation to the Products, even if Taraz Technologies has been notified of the possibility of such damages. Certain jurisdictions prohibit the exclusion or limitation of liability for indirect or consequential damages, and it is possible that one or more of the aforementioned exclusions or limitations will not apply to the Buyer. It is also possible that the Buyer may have other rights, which rights may vary from one place to another. Under no circumstances will Taraz Technologies’ total liability towards the Buyer exceed the value of the Products to the Buyer or the value of the product in defect supplied by Taraz Technologies and paid for by the Buyer.
7.2. Buyer indemnification: except where the damages result from Buyer’s or Buyer’s employees, agents or contractors fault, negligence, or willful misconduct, Taraz Technologies shall indemnify, defend and hold harmless the Buyer and its affiliates, and their respective directors, officers, employees, insurers, successors and assigns (collectively, the “Buyer’s Indemnified Parties”), from and against any and all liabilities, damages, and expenses (including, without limitation, attorneys’ fees and legal costs) that they, or any of them, may sustain or incur as a result of
7.2.1. any breach of any representation, warranty, or covenant made by Taraz Technologies in the Contract,
7.2.2. any actual or alleged injury to or death of any person, or any actual or alleged damage to or loss of any property, arising out of
7.2.2.1. the manufacturing or the defect of Taraz Technologies’ Products,
7.2.2.2. any Services performed by Taraz Technologies or any of its employees, agents, suppliers or contractors, or
7.2.2.3. the negligent acts or omissions or intentional misconduct of Taraz Technologies or any of its employees, agents, suppliers or contractors,
7.2.3. Or otherwise, and generally arising out of or having its origin in any act or omission of Taraz Technologies, its agents, representatives, affiliates, or employees in connection with this Contract.
In any case, notwithstanding what precedes, except in the event of willful misconduct or gross negligence on the part of Taraz Technologies, Taraz Technologies’ liability toward the Buyer shall not be higher than the value of the Products sold that lead to the claimed damages.
7.3. Limitation of liability: Except in the event of willful misconduct or gross negligence on the part of Taraz Technologies, Taraz Technologies shall not be liable towards the Buyer for any direct or indirect damage resulting from:
7.3.1. the work conducted or performed by the Buyer or its representative in collaboration with Taraz Technologies using or not Taraz Technologies’ Products, and:
7.3.2. The defect, the use, or the results of the use of Taraz Technologies’ Products in terms of their correctness, accuracy, reliability, or otherwise.
7.4. Taraz Technologies indemnification: The Buyer agrees to indemnify, hold harmless and defend Taraz Technologies and its affiliates, and their respective directors, officers, employees, clients, agents, insurers, successors, and assigns (collectively, the “Taraz Technologies’ Indemnified Parties”), from and against any and all liabilities, damages, and expenses (including, without limitation, attorneys’ fees and legal costs) that they, or any of them, may sustain or incur as a result of:
7.4.1. the negligent acts or omissions or intentional misconduct of Buyer or any of its employees, agents, suppliers or contractors;
7.4.2. the migration of Taraz Technologies’ Products to a different hardware or software environment;
7.4.3. unlawful or unauthorized third-party hacking into the Buyer’s computer equipment;
7.4.4. any infringement of Taraz Technologies’ Intellectual Property;
7.4.5. Any breach of any representation, warranty, or covenant made by Buyer in the Contract.
7.5. Taraz Technologies has no liability whatsoever on Products availed by the Buyer, and cannot be held accountable for any damage, loss of life, or property. Buyer is solely responsible for the proper and legal use of Products offered by Taraz Technologies.
8. PRIVACY POLICY
8.1. When providing the Products to the Buyer, Taraz Technologies may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
8.2. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and Taraz Technologies shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
8.3. Taraz Technologies shall only Process Personal Data to the extent reasonably required to enable it to provide the Products as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
8.4. Taraz Technologies shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
8.5. Taraz Technologies shall implement and maintain technical and organizational security measures as are required to protect Personal Data Processed by Taraz Technologies on behalf of the Buyer. For any inquiries or complaints regarding data privacy, the Buyer can contact the Data Protection Officer at Taraz Technologies at the following e-mail address: info@taraztechnologies.com
8.6. Taraz Technologies may contact the Buyer via email to notify about special offers, new Products or services, or changes to this privacy policy.
8.7. This policy may change from time to time and all updates will be posted on the website.
