Any offer by Sphinx Sh.p.k shall remain valid for thirty (30) days from the date thereof (offer), unless otherwise specified in writing by Sphinx.
Orders must be placed in writing and shall not be cancelled or modified by the Customer, after the date of sending thereof to Sphinx, without the prior written consent of Sphinx.
Sphinx reserves the right to refuse to carry out any order or intervention for a Customer in case of any dispute relating to the payment or a previous order. Any order shall be considered as accepted by Sphinx, only once Sphinx has provided written acceptance or has carried it out.
Article 2 - Delivery and Fulfillment Times
Unless otherwise expressly specified in written by Sphinx, the times must always be considered as given on a purely indicative basis. Any delay in delivery or in work will not entitle the Customer to terminate his/her order, nor give rise to the payment of any penalties and / or damages.
Even if Sphinx has accepted binding times in writing, Sphinx shall not be under any liability in respect of any commitment of time in the following circumstances:
- Technical difficulties, failure from Sphinx supplies, failure from carrier force majeure,
- Lack of or incorrect information given by the Customer,
- Time delayed at the request of the Customer,
- Delay caused by customs formalities or shipping.
Article 3 - Packaging and Transport
Unless otherwise stated in writing by Sphinx, packaging of equipment will be undertaken by Sphinx or its suppliers. Any specific packaging requested by the Customer shall be invoiced at the price in force on the date of the order. Sphinx is under no obligation to take back any packaging.
Packaging when consigned shall remain Sphinx or its suppliers property and is left at Customer’s disposal only for the time strictly necessary to the use of the equipment of which it is the support or the container. A deposit invoice corresponding to the value of this packaging is issued, based on Sphinx or its suppliers price list in force at the time of the order. If the packaging is returned to Sphinx in its original state within three (3) years from its delivery, the deposit paid by the Customer shall be refunded (in whole or in part), a sales invoice for the packaging shall be sent to the Customer.
In all circumstances, the Customer is responsible for verifying on delivery the integrity of the packaging and the contents of any package, and if necessary endorsing to Sphinx and to the carrier details of any apparent damage or no-delivery within the time and conditions set forth by Law. Failing this, no claims shall be accepted.
Article 4 - Delivery – Transfer of Risk
Unless otherwise stated in writing by Sphinx, delivery takes place when the equipment is left at the Customer’s disposal in Sphinx premises. Risk passes to the Customer on delivery.
In case of orders concerning several pieces of equipment, Sphinx has the option to deliver the pieces of equipment in one or more consignments.
Failing written and motivated reservations from the Customer within eight (8) days following the delivery of the equipment of the fulfillment of the service, such equipment or service is deemed to conform to the order, without prejudice of the Customer’s rights with regard to the guarantee.
Article 5 - Installation – Use
Unless otherwise stated in writing by Sphinx, Sphinx shall not carry out the installation of the equipment. In no event, shall Sphinx be in charge of preparing the necessary environment for the installation and the correct functioning of the equipment (in particular for the electric installation) and of the possible required administrative formalities. it will be the Customer’s responsibility to arrange for all formalities and to subscribe at his/her own expense to any necessary service, if appropriate for the use in whole or in part of the equipment.
The Customer shall use the equipment in accordance with Sphinx requirements and take all the necessary measures to ensure the preservation and integrity of any data stored in the equipment.
Article 6 - Reservation of Title
The equipment shall remain the entire and exclusive property of Sphinx until the payment of the total price of the equipment has been received by Sphinx including if the Customer files a petition in bankruptcy or is, in similar circumstances. The payment shall be considered as effected when the total price of the order has been received in cleared funds by Sphinx.
In the case of non-payment of an invoice, in whole or in part, on due date and according to the provisions of Article 12, Sphinx shall be entitled to terminate automatically and without the necessity to make an application to the Court, the order and the unpaid equipment shall be immediately returned to Sphinx.
All intellectual and industrial property rights in the equipment and services supplied by Sphinx shall at all times remain vested in Sphinx absolutely (or if the case arises, in the third party who is the owner thereof).
Article 7 – Prices
Unless otherwise specified in writing by Sphinx, prices specified by Sphinx are quoted “EX-WORKS” Sphinx or its supplier factories according to the Incoterms published by the international Chamber of Commerce last edition. Sphinx may at any time and without notice update its prices or its price list in force.
Unless otherwise specified in writing by Sphinx, the prices stated in Sphinx offers or estimates shall remain valid for one (1) month from the date thereof and do not include packaging, transport, insurance and possible installation charges.
The prices are exclusive of taxes. Taxes are those in force at the date of invoicing and must be paid by the Customer.
The invoiced prices are those in force at the time of the order, subject to the provisions included in Sphinx offer.
All expenses, charges and taxes incurred as a result of use of the equipment (in particular subscription and use charges) shall exclusively be borne by the Customer.
Article 8 – Terms of Payment
The equipment and services shall be invoiced when carried out. Unless otherwise specified in writing by Sphinx, invoices are payable, net and without discount, and are due for payment on the tenth (10th) day after the date of invoice. Payment shall be made to Sphinx in Euros or Albanian Lek by bank transfer. At any time, Sphinx reserves the right to demand a down payment or a cash payment before carrying out any order, in particular:
- To secure the order,
- In the event of a payment incident,
- In case of an unfavorable financial inquiry on the Customer,
- In case of a rejection of the Customer’s invoices by a factoring company.
In the event of late payment by the Customer for any due installment, all other installment will be immediately become payable, even if drafts have been issued. The Customer will rightfully, without notification, be liable for a late payment penalty, calculated prorate to the total amount due, at a rate of interest applied by European Central Bank or Albanian Central Bank to its most recent refinancing transaction, plus a ten (10) points. In addition, Sphinx shall be entitled to retain all deliveries and all services and / or to terminate the order, according to Article 12.
The Customer shall make all payments due under the Agreement and/or issued invoices, without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Sphinx to the Customer.
Until whole payment is made by the Customer to Sphinx, the goods remain the property of Sphinx.
Article 9 – Confidentiality
Documents of any kind (including Sphinx offers, plans, drawings…) handed out by Sphinx shall remain Sphinx ownership. The same applies for Software which the Customer has only a non exclusive right of use. These documents and software shall not be disclosed to third parties nor copied without Sphinx prior express consent.
The Customer undertakes even after the end of the order:
- Not to copy, modify or decompile, in whole or in part, any software installed in the equipment,
- To comply with and procure that all users comply with license agreements relating to software installed in the equipments,
- Not to disclose and trade secrets or other confidential information disclosed by Sphinx or which he / she may have known through his / her relationship with Sphinx.
Article 10 – Guarantee
10.1- Unless otherwise stated in writing by Sphinx,
a) Sphinx or its suppliers warrant that any new equipment (consumables, software and accessories excluded) will be free from defects in workmanship (labor and parts included but travelling excluded) during a period of twelve (12) months from the date of sale of the equipment to the end user, upon proof of the date of purchase by the end user.
Sphinx warrants under the same conditions as the equipment that new accessories will be free from defects in workmanship during a period of three 93) months from the date of sale of the accessories to the end user, but not exceeding six 96) months from the date of delivery of the accessories by Sphinx to the Customer.
b) As to repair or exchange equipment during the original warranty period here above mentioned, the warranty period of the exchange or repair equipment shall expire three (3) months after the date of repair or exchange of such equipment or upon the expiration of the warranty period applicable to the original equipment set forth in a), whichever is later.
c) Sphinx warrants its services on site (labor, travelling and replacement parts for three (3) months from the date on which Sphinx has carried out the said services and for the same cause of defect.
10.2 – Any defective equipment, under warranty,
Shall be replaced or repaired free of charge at Sphinx or its supplier discretion (to the exclusion of compensation for any other damage), being understood that depending on the equipment the work shall be carried out either at Sphinx premise or on the installation site and the Customer shall have to pay either the travel costs of Sphinx or its suppliers to the site or the travel costs of the equipment (transportation insurance) to Sphinx or its suppliers.
Subject to legal mandatory provisions, the express warranties set forth in this article 11 are in lieu of all other warranties as to quality or fitness of the equipment or service for any particular purpose. In no event shall Sphinx be liable for indirect, special or consequential damage (including but not limited to loss of orders, loss of profits, loss of data and any other financial or commercial damage) whether based on warranty contract or not.
10.3 – The guarantee applies under normal conditions of use.
Prior to any work the Customer shall at his/her own costs, undertake every step in preparation for such work and save all personalized data held in the equipment. In case of loss or damage to data, Sphinx shall not be liable and shall be not reinstall any such data in the equipment.
No return shall be accepted without Sphinx prior written approval.
Sphinx has the choice to repair the equipment with spare parts or new parts, replace the equipment by a new piece. The defective elements, repaired, shall become the property of Sphinx or its suppliers.
The time when the equipment is repaired or unavailable during the guarantee period shall not give rise to an extension of the guarantee period as set forth in article 11 here above, subject to legal mandatory provisions.
10.4 – Sphinx shall have no liability under the guarantee in respect of:
- Failure to properly follow the installation process and instructions for use, or
- An external cause to the equipment (including but not limited to shook, lightening, fire, vandalism, malevolent action, contacts with various liquids or vermin or water damage of any nature, inappropriate electric voltage), or
- Modifications to the equipment made without the written approval of Sphinx, or
- A lack of every day maintenance (as described in the documentation supplied with the equipment) or to a lack of supervision or care, or
- Bad storage conditions or poor environmental conditions, particularly those related to temperature and hygrometry, effects of variations of electric voltage, parasites from electric network or from the earth, or
- Repair, work (opening or attempt to open the equipment), or maintenance of the equipment by persons not authorized by Sphinx, or
- Damage due to insufficient or bad packaging of equipment and its accessories, or
- Wear and tear from normal daily use of the equipment and its accessories, or
- Communication problems related to an unsuitable environment, including in particular:
- Problems related to access and / or connection to the internet such as interruptions by access networks or malfunction of the line used by subscriber or his correspondent,
- Transmission faults (for example poor geographical coverage by radio transmitters, interference or poor line quality),
- The local network fault (wiring, servers, workstations) or the failure of the transmission network (such as but not limited to interferences, fault or poor quality of the network,
Modification of the parameters of the cellular network carried out after the sale equipment
- Supply of new versions of software, or
- Work in connection with normal use, delivery, installation or exchange of consumable supplies,…, or
- Work on any equipment modified or added without the consent of Sphinx, or
- Malfunction due to the use of products, consumables or accessories which are non compatible with the equipment, or
- Equipment returned to Sphinx or its suppliers without Sphinx prior consent, or
- Defect from materials supplied or chosen by the Customer or from a design imposed by the Customer, or
- The use by the Customer of any non recommended or original spares.
10.5 – In the cases of warranty exclusion as well as after the expiry of the warranty period, a quotation shall be sent to the Customer to be agreed before any work. The repair and return transport costs, mentioned in the agreed quotation will be invoiced to the Customer.
Quotations provided by Sphinx may not reflect the presence software licenses either proprietary or from open source. Terms and conditions of using these licenses are those specified by the producer and cannot be transferred to third party except otherwise specified in written or authorized by producer agreement.
Software licensing includes maintenance. This, except otherwise specified in written through the sales agreement either by the producer or Sphinx, usually with a term of one year.
Sphinx may terminate a Software license at any time after the Customer shall have breached that particular Software license or otherwise infringed producer's (or its third party supplier's) rights in the Software.
Any purported transfer of a Software license which does not comply with the producer's conditions shall be void and without effect.
Copyright and all other intellectual property rights relating to all software producers and/or materials which form part of the agreed producers service, are held by the producer and/or its licensors. The customer will only acquire those usage rights which are expressly granted in the licensing agreement issued by the producer.
As long as a valid Maintenance Agreement is in force between the parties for the products under licensing agreement, Sphinx also grant the customer the conditional non-exclusive non-transferable right to use the licensing software.
11 – Sphinx out of warranty services
11.1 – Standard exchange – repairs
a) Standard exchange: the purpose of a standard exchange is to send to the Customer, upon his / her order, a spare part in replacement for a defective part. Within ten (10) working days from the order, the Customer must send the defective spare part he / she wishes to exchange to Sphinx. Filing this, the spare shall be invoiced to the Customer according to the general price list instead of the exchange standard price list.
b) Repairs: the defective spare parts shall be sent to Sphinx. Upon receipt, Sphinx shall send to the Customer a quotation to be agreed. The cost of expertise and the cost of returning the parts will be invoiced to the Customer according to the price list in force if the Customer does not accept in writing the quotation prior to the end of the validity period thereof, and / or if the Customer rejects the quotation, and / or if the part is not repairable and / or if no defect is recognized by Sphinx or its supplier.
c) Common provisions: the parts sent to Sphinx must be packaged by the Customer according to the standards in force and a detailed description of the defects shall be attached to the defective parts. Sphinx shall not accept the return of any part unless its prior written consent. Transport and insurance costs in respect of these parts to Sphinx shall be borne by the Customer. The replaced parts shall become the property of Sphinx or its suppliers.
11.2 – Work on site
Sphinx may, at its own discretion, repair the defective parts or replace them by new ones or updated spare parts. The replaced spare parts shall become Sphinx property. The repaired or exchanged spare parts shall be invoiced according the t price list in force plus labor and travelling costs.
11.3 – Sphinx warrants its services (labor and replacement parts) for three (3) months from the date on which Sphinx has carried out the said services. Provisions of Articles 10.2 and 10.5 of these general terms and conditions shall then apply.
Article 12 – Termination of the Order
Sphinx shall be entitled to terminate the order at any time automatically and without the necessity to make an application to the Court:
- If the Customer is in breach of any of its contractual obligations in respect of any order and in particular in the case of defaulting payment on the due date, and if such breach remains un-remedied for a period of fifteen (15) days following notice by registered letter.
- Subject to legal provisions, if the Customer files a petition in bankruptcy or is in similar circumstances.
In all these cases, the Customer will immediately at his / her own expense return the delivered and unpaid equipment in good working order to any address which will be specified by Sphinx, and will pay Sphinx upon its request damages equal to the price of the equipment in its condition as new at the date of the order if repair is not feasible. This clause shall not prevent Sphinx from claiming for other damages to compensate its damage, if such damage is higher than the here above mentioned amount.
Article 13 – Trademarks
The Customer shall not use the trademarks under which the equipment is sold except for identifying such equipment. The Customer shall not alter or remove any marking on the equipment.
The Customer shall not register, in its own name, nor to have them registered, Sphinx or its supplier’s trademarks or other distinctive sign of Sphinx or which may be confused with those of Sphinx.
Article 14 – Liability
Subject to mandatory legal provisions, in particular under product liability law, Sphinx total and aggregate liability whether arising in contract shall not exceed the amount paid by the Customer to Sphinx under the concerned order.
In no case, shall Sphinx be liable for any indirect and / or consequential and / or non material, and / or moral damage including in particular financial and commercial loss such as loss of profit, loss of orders, loss of production, loss of anticipated earnings, loss of data, damage to reputation, interruption of service and losses of whatever nature claimed to Sphinx by the Customer, due to damage suffered by third parties.
Sphinx shall be under no liability and no obligation to compensate in case of force majeure.
Article 15 – Force majeure
Should a case of force majeure occur (governmental action, strike, riot, war, import restrictions, flood, fire or any other event recognized by Albanian Courts as an event of force majeure) the party concerned shall notify the other party by registered letter within fifteen (15) days from the occurrence of the event: the obligations of the parties concerned by such event shall be suspended for a time period equal to the time of the event and without any damages.
If this event of force majeure lasts more than three (3) months, either party shall be entitled to automatically terminate the contract and without any damages.
Article 16 – Disputes
Albanian Law to the exclusion of the provisions of the Vienna Convention on the international sale of goods shall apply to these general terms and conditions and to the others governed by them.
Subject to legal mandatory provisions, all disputes relating to these general terms and conditions and to the orders governed by them shall, failing an amicable settlement, be subject to the exclusive jurisdiction of the Courts of Tirana.