Conditions of Sale

Conditions of Sale

PARTIES

(1) The Buyer
(2) SEA AIR AND LAND COMMUNICATIONS LTD (Salcom)

BACKGROUND

A. Salcom is in the business of manufacturing and supplying radio control and telemetry devices and related accessories.
B. The buyer is anyone who has requested that Salcom supply goods, related services and/or other products to it.
C. Salcom’s agreement to supply and the buyer’s agreement to purchase the products is set out in these Conditions of Sale.

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 In these Conditions of Sale:
‘The buyer’ means anyone that buys goods and/or services from Salcom.

‘Confidential information’ means:

(a) The existence of the contract, its subject matter and the terms and conditions contained in it; and
(b)根据合同或在合同谈判或履行过程中从另一方获得的非公开知识的任何信息.

“合同”系指Salcom与买方之间十大网堵平台购买货物的销售条件以及相关的采购订单和订单确认书.

“交付”发生在货物交付到买方的处所时,并且当他们签收时,“交付”具有相应的含义.

‘The goods’ means the product, services and accessories supplied or to be supplied by Salcom to the buyer including any device/s made to order pursuant to clause 4.1.

‘The price’ means the price of the goods in New Zealand dollars (Unless otherwise stated) determined in accordance with these Conditions of Sale. This may include (but is not limited to) the quoted price, price list price or contract price.

‘Quote’ means a quote issued by Salcom to the buyer in relation to specific goods.

‘Specifications’ means the specifications for goods made to order by Salcom for the buyer as described in the quotation.

‘Specification change order’ means a specification change order made in accordance with clause 4.

‘Working day’ means a day other than a Saturday or Sunday, on which banks in Christchurch are generally open for business.

1.2 Headings are used as a matter of convenience and shall not affect the interpretation of these conditions.

2. CONTRACT

2.1 These Conditions of Sale replace any existing written agreement between Salcom and the buyer for the supply of goods by Salcom to the buyer.

2.任何采购订单以及Salcom对订单的确认(如果合同源于买方的订单)与本销售条件一起构成Salcom与买方之间的合同. Receipt of a purchase order from the buyer will be deemed to be acceptance by the buyer of these Conditions of Sale.

2.3 Where there is a conflict between:

(a) Salcom’s confirmation of order and these Conditions of Sale, Salcom’s confirmation of order shall prevail;
(b) A purchase order and these Conditions of Sale, these Conditions of Sale shall prevail; and
(c) A quote and a purchase order, the quote shall prevail.

2.4 No agent or representative of Salcom is authorised to make any representations, warranties, Salcom未以书面形式明确确认的条件或协议,Salcom不受任何此类未经授权声明的约束,也不能将任何此类声明视为与Salcom的合同或合同的一部分.

2.未经Salcom事先书面同意,不得更改或取消合同或采购订单(无论是否确认),也不得支付Salcom规定的任何更改或取消费用.

3. PURCHASE ORDERS

3.1 Purchase orders bind the buyer to the delivery of, and payment for, 采购订单中指定的货物数量按报价(如果采购订单是根据报价制定的,并且需要在报价到期前交货)或根据本销售条件确定的价格(例如.g. per price list or agreed contract).

3.2 Purchase orders bind Salcom once Salcom has confirmed the purchase order in writing.

3.3 Purchase orders must specify:

(a) The goods and quantity required;
(b) The specifications (if necessary);
(c) The required date and place of delivery;
(d) Any relevant quote number, quoted price and quote expiry date;
(e) The relevant contract number;
(f) The delivery address; and
(g) All other relevant provisions.

3.4 If the buyer fails to record any of the information as required by clause 3.3 above on the purchaser order or the buyer records incorrect information on the purchase order (such as an incorrect part number) and, as a result, Salcom incurs costs then Salcom may, at its option, require the buyer to reimburse it for such costs incurred.

3.在Salcom向买方发出同意取消订单的书面通知之日起,在Salcom支付处理订单和十大网堵平台相关货物所产生的费用后,可取消采购订单, on invoice by Salcom.

3.6 If Salcom forms the view that the buyer is unable to fulfil any of the conditions of sale including the payment terms for any goods then Salcom may, in its sole discretion, suspend performance of its obligations under these Conditions of Sale, including manufacturing to meet the requirements of any purchase order or continuing to fill any purchase order.

4. GOODS MADE TO ORDER

4.1 Where goods are made to order for the buyer, the buyer may issue a specification change order on the following grounds:

(a) To improve manufacture, including but not limited to, technological improvements, reduction in cost or time of production;
(b) To correct a problem in a design current at that time;
(c) To respond to a request from a buyer for a change to the design, manufacturing process or the specifications;
(d) To respond to a request from Salcom for a change to the design, manufacturing process or the specifications.

4.2 The specification change order is to specify:

(a) The change to the specifications;
(b) The name and signature of the person with the authority to approve and release the specification change order;
(c) The date from which the specification change order is effective; and
(d) Whether the specification change order is effective in respect of any or all of the following:

(i) New production; or
(ii) Existing stock; or
(iii) Work-in-progress.

4.3 If Salcom accepts the request and confirms this to the buyer in writing, Salcom shall carry out and comply with any specification change order made under these Conditions of Sale. 遵守规格变更订单的成本应从商品价格中增加或减少,并将在Salcom的规格变更订单确认中确定. Any dispute over the appropriate adjustment shall be determined in accordance with the procedure set out in clause 17.

4.4 If manufacturing or procurement has begun before a specification change order request is confirmed by Salcom to the buyer any completed items, 不能更改或不需要符合规格更改订单的正在进行的工作或原材料将向买方开具发票. 这将以先前商定的价格(就已完成的项目而言)或十大网堵平台和处理订单的成本计算,直至Salcom以书面形式接受规格变更订单请求.

5. PRICE

5.1 Subject to clauses 5.2 and 5.3, the price for goods will be as set out in the relevant quote or, in the absence of a quote, as invoiced by Salcom using the agreed pricing applicable at the date of delivery.

5.2 Unless there has been a failure on the part of Salcom to supply goods on or before an agreed delivery date, a price specified in a quote will cease to apply to an order where the quote has expired at the time of delivery. Quotes expire twenty (20) working days after submission to the buyer by Salcom unless otherwise noted on the quote.

5.买方同意,如果向Salcom提供的原材料和其他十大网堵平台成本的价格自报价时起已经上涨,且汇率对Salcom不利,则报价标的货物的价格可以超过报价中的价格, in which case the quoted price may be increased by Salcom to reflect the increased price of materials and the change in the exchange rate.

5.4 The price excludes freight unless otherwise specified. Freight surcharges may also apply to after hours or weekend deliveries.

5.5 Price change notifications will be at Salcom’s discretion.

5.货物和服务税以及其他与向买方提供货物有关的评估或征收的税款和关税不包括在价格中,应由买方在价格或费用之外支付, where the payment of such taxes or duties is the responsibility of Salcom at law, the price shall be increased by the amount of such taxes or duties.

6. PAYMENT

6.1 Payment for goods delivered and payment of any other amounts invoiced by Salcom shall be made by the 20th of the month following invoice.

6.Salcom可随时要求支付货款的担保,并可暂停履行其在合同项下的义务,直至提供足够的担保.

6.3 For the avoidance of doubt, the buyer shall not be entitled to withhold payment for any goods where there is no dispute in relation to those goods i.e. if an invoice relates to a delivery where some goods are in dispute and some are not, then the buyer must pay for the goods that are not in dispute by the date specified in clause 6.1 above.

6.4 All payments are strictly net. No deductions may be made for rebates until a credit note has been raised by Salcom and issued to the buyer.

6.5 Any late payment or non-payment will constitute a default by the buyer in the performance of the contract. 违约开始时,Salcom的主银行收取的最高基本透支利率之上每年3%的利息可从违约开始之日起至付款之日支付,但不影响Salcom的其他权利或救济.

6.6 In addition to interest, the buyer will be liable for all debt collection costs, including solicitor’s costs, incurred by Salcom in recovering any outstanding amounts.

6.7 Salcom may offset any payments due to the buyer while any overdue amounts payable to Salcom remain outstanding.

6.8 If the buyer defaults in the due payment of any moneys payable to Salcom, whether under the contract or otherwise, 或买方未履行本合同或Salcom与买方之间的任何其他合同项下的义务,或Salcom认为买方的信用不令人满意, without prejudice to any other right it has at law or in equity, Salcom may, at its option, suspend or terminate the contract, 截至暂停或终止之日已交付的货物和正在进行的工作的付款以及本协议项下应付的任何其他款项应立即到期应付.

7. DELIVERY

7.1 Delivery shall be made at the place specified in the relevant confirmation of order. If the buyer fails or refuses or indicates to Salcom that it will fail or refuse to take or accept delivery, then the goods shall be deemed to have been delivered when Salcom was willing to deliver them. The buyer will meet any costs incurred if goods have been turned away and returned to a depot. Off-loading shall be the responsibility and at the cost of the buyer.

7.2 The date and place for delivery specified in the relevant confirmation of order may be changed at the request of the buyer with Salcom’s consent.

7.Salcom保留根据其十大网堵平台时间表自行决定在合适的时间分期交付货物的权利.

7.4 Should Salcom fail to deliver or make defective delivery of one or more instalments this shall not entitle the buyer to repudiate the contract.

7.如果买方在接受交货时表明货物处于令人满意的状态,Salcom将不接受在运输途中损坏的货物退货. Goods that are obviously damaged must be advised as such immediately on receipt.

7.对于交付到营业场所以外的地点或买方工作人员不在现场接收货物的地点,Salcom不承担任何责任.

8. DELAY

8.1 Any time for delivery of the goods shall be approximate only and shall not be deemed to be of the essence of the contract.

8.2 While Salcom will use all reasonable endeavours to ensure that goods are delivered by their agreed delivery date, no penalty will be imposed on Salcom nor will a reduction in the price be available on the grounds of failure to meet a delivery date.

8.3 If the manufacture, supply or delivery of the goods is delayed by reason of or as a result of any act, omission, default or request by or on behalf of the buyer, Salcom may, without prejudice to its other rights and remedies, 要求买方支付代表Salcom履行合同或执行合同要求的工作的部分价格,以及Salcom因该等延迟而产生的任何费用或额外费用. In the event of such delay continuing beyond a reasonable time, Salcom may, without prejudice to its other remedies, terminate the contract.

9. RISK

9.1 Risk of any loss, damage or deterioration of or to the goods shall be borne by the buyer from the date of delivery of the goods.

9.买方必须在货物交付之日起三(3)个工作日内书面通知Salcom,如应交付的货物与实际交付的货物有任何差异,包括任何数量不足的细节, quality and so on (the “Notice”). Upon Salcom’s receipt of the Notice, Salcom将有二十(20)个工作日的时间来调查通知中所述货物的差异或缺陷细节,然后再决定适当的行动方案.

9.3 From the time of delivery until property in the goods passes to the buyer, 买方将为货物投保所有适当的风险,并应Salcom的要求向其提供所有保险单或货币凭证的副本.

9.4 If any of the goods are damaged or destroyed prior to property therein passing to the buyer, Salcom shall be entitled, without prejudice to any of its other rights or remedies under the contract, 接收就该货物应支付的所有保险收益(无论该货物的价格是否已根据合同支付).

10. PROPERTY

10.除非上下文另有要求,否则本第10条中《十大网博靠谱平台》(“PPSA”)中定义的术语和表述在本第10条中应与《十大网博靠谱平台》中具有相同的含义,提及货物包括提及其中任何一种.

10.买方授予Salcom对货物的担保权益,作为买方欠Salcom的所有款项和履行合同项下买方义务的担保.

10.3 The buyer shall ensure that it is always able to identify: (a) The goods from any other goods that may be in the buyer’s possession; and (b) The particular goods to which any invoice relates.

10.4 Title to the goods shall remain in Salcom until there are no longer any amounts owing to Salcom by the buyer.

10.5 Until title to any particular goods passes to the buyer, the buyer shall:

(a) Return those goods to Salcom on request; and
(b)为Salcom将这些货物的任何现金收益存入一个名为“Salcom收益账户”的单独账户,并通知该账户所在的银行,Salcom对该账户中款项的权益.

10.6 If the buyer fails to comply with any term of the contract or any other agreement between Salcom and the buyer, Salcom or Salcom’s agent may, in addition to any other rights and remedies either of them may have at law (including under any statute), enter any land or building owned, occupied, or used by the buyer, to search for and re-take possession of the goods.

10.7 The buyer agrees that sections 114(1) (a), 133 and 134 of the PPSA shall not apply on the enforcement by Salcom of any security interest created or provided for by the contract. The buyer also waives any rights it may have under sections 116, 119, 120(2), 121, 125, 129 and 131 of the PPSA on such enforcement.

10.买方承认其已阅读本销售条件,并放弃从Salcom获得任何财务报表副本的任何权利, financing change statement or verification statement that is registered, issued, or received at any time in relation to the contract.

10.9 The buyer will not change its name without giving Salcom fifteen (15) working days’ notice of what its new name will be.

10.10 The buyer shall pay all costs and expenses of Salcom in relation to compliance with any demand given by the buyer under section 162 of the PPSA, or in relation to any application for, or the obtaining of, 维持在本销售条件下产生的任何担保权益的任何登记的法院命令,以及向买方或个人财产证券登记官送达任何该等法院命令.

10.从买方收到的任何款项,可由Salcom在其认为合适的情况下,将其全部或部分用于支付任何货物的欠款,无论该款项是买方针对特定货物还是针对特定发票.

10.从买方收到的任何款项,如果Salcom未根据第10条适用,应首先用于满足买方支付下述货物的义务, at the time of payment, have been sold by the buyer. The balance (if any) shall go towards satisfying the buyer’s obligation to pay for goods that have not been sold by the buyer. This provision shall apply irrespective of the order in which goods have been delivered to the buyer, any entry contained in a statement of account issued by Salcom, any rule of law or any other matter.

10.13 Clauses 10.11 and 10.12应适用于从买方收到的任何付款,无论该付款是买方打算针对特定货物还是针对特定发票.

10.14 When there are amounts owing by the buyer to Salcom, the buyer shall, at the request of Salcom, promptly provide a written inventory of any dealings with the goods, including details of those goods that have:

(a) Been sold by the buyer;
(b) Become an accession; or
(c) Been so manufactured, processed, assembled, or commingled that their identity has been lost.
如果买方先前已向Salcom提供了库存,则任何后续库存只需包括自最近库存以来与该货物的任何交易的详细信息. 如果Salcom要求,清单还应包括买方当时为Salcom信托持有的任何收益的金额和地点.

10.15 Notwithstanding that property in the goods is retained by Salcom, the buyer is hereby authorised to sell the goods in the ordinary course of business. Such authority:

(a) May be revoked by written notice from Salcom at any time if Salcom deems the credit of the buyer to be unsatisfactory or the buyer is in default in the performance of its obligations under the contract or any other contract between Salcom and the buyer; and
(b) Shall be deemed automatically revoked if the buyer enters into any composition or arrangement with its creditors, passes a resolution for its liquidation or the appointment of a voluntary administrator or a liquidator, voluntary administrator or receiver is appointed.

11. RETURNS

11.1 Unless goods are returned pursuant to a warranty claim:

(a) Salcom will not accept the return of any goods unless the return has first been approved in writing by Salcom. For the avoidance of doubt, any goods returned to Salcom by a freight provider or courier are not deemed to have been returned unless approved in writing.
(b) Salcom will not accept the return of any goods where the goods have been altered in any way.
(c) Salcom will not accept the return of any made to order goods.
(d) Accessories, which for the avoidance of doubt, includes (but is not limited to) power supplies, antennas, antenna cable and all third party manufactured products will not be accepted as returns.

11.2 Where goods are returned for other than as part of a warranty claim (e.g. customer initiated errors):

(a) Salcom will charge a minimum restocking fee of 15% (minimum of $250.00) of the price of the goods returned (in addition to any testing and freight charges that may apply), which will be deducted from the credit to be applied by Salcom to the buyer’s account in respect of the returned goods;
(b)买方将支付将货物运至发运货物的仓库的运费以及与原始供应有关的任何费用;
(c) The buyer will meet the costs incurred in testing and re-packaging if applicable;
(d) Salcom will not accept any goods that have been incorrectly packed.

11.3 For the purpose of clause

11.2, "customer initiated errors" include (but are not limited to) the following:

(a) The buyer ordering the incorrect goods; (b) The buyer ordering the incorrect quantity and/or pack size of goods; (c) The buyer cancelling its order after goods and/or Salcom equipment has been programmed or set up for a specific site or goods have been despatched from Salcom;
(d) The buyer no longer requiring the goods ordered; and
(e) The buyer incorrectly ordering the same goods twice.

12. WARRANTIES

12.1 Salcom will make good any defects in materials or workmanship arising within 12 months from the date of delivery of the goods. 除非在发现缺陷后Salcom在合理的可能范围内尽快收到书面索赔通知,否则不得接受任何索赔,也不得接受任何索赔,如果:

(a) Any attempt to repair the defective goods is made by any person not authorised by Salcom to effect such repairs; or
(b) The defective goods have been modified or incorrectly stored, maintained, installed or operated.

12.2 Any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise are expressly excluded.

12.3 If the goods or any component or components thereof are not manufactured by Salcom, then the foregoing warranty shall not apply to such goods, component or components as are not manufactured by Salcom and no warranties are given by Salcom in respect of such goods, component or components. In the case where the manufacturer or supplier of any such goods, component or components provides any warranty, then Salcom (to the extent that it is able to do so) shall make such warranty available to the buyer.

12.4 If Salcom fails to perform its warranty obligations under clause 12.1 hereof, Salcom对此类故障的责任仅限于更换相关货物或造成损害(由Salcom自行决定),损害应受第13条规定的限制.3.

12.5 The buyer warrants that the design, materials, documents and methods of working for each of the goods that is made to order for it by Salcom shall not infringe any intellectual property rights.

12.6 Salcom产品的操作和安装必须采用ESD保护(静电放电),所有安装的系统都应采用ESD保护. Failure to implement antistatic ESD procedures and protection will void product warranty.

12.7 Environmental factors such as abnormal temperature extremes, humidity/dampness, corrosive atmospheres, vibration, 电源波动/瞬变或高功率开关或射频源的其他此类干扰不在Salcom的保修条款范围内,除非另有特别规定.

12.8 Signal path variations causing poor radio reception such as but not limited to line of sight, fresnel zone clearances, multiple path reflections, knife edge refraction, absorption by vegetation, growing vegetation, summer/winter variations, obstructions by buildings, hills etc are all factors that are out Salcom’s control. While every effort will be made by Salcom staff if required to offer a solution or advice Salcom cannot be made responsible for the above factors.

12.Salcom设备通常不是为故障安全操作而配置的,买方同意在设备或系统故障可能导致伤害或损坏的情况下不使用Salcom设备.

12.10 Salcom reserves the right to change products, specifications, and installation data at any time, without notice.


13. LIABILITY

13.1 Salcom shall not be liable for any loss of profits or any other consequential, 买方或任何其他人因Salcom违反合同或因Salcom的任何疏忽而遭受的间接或特殊损失, its employees, agents or contractors in relation to the contract.

13.对于任何第三方就任何利润损失或任何其他后果向买方提出的任何索赔,买方没有任何追索权(无论是通过法律程序还是其他方式), 由于Salcom违反合同或由于Salcom的疏忽而使任何此类第三方遭受的间接或特殊损失, its employees, agents or contractors in relation to the contract.

13.3 Notwithstanding anything contained in this clause or contained elsewhere in the contract, the liability of Salcom, whether in contract, tort or otherwise, in respect of all claims for loss, 因违反Salcom在本合同项下或与本合同有关的任何义务而造成的损害或伤害,其总额不得超过有关货物的价格.

14. DIMENSIONS AND SPECIFICATIONS

14.Salcom设备的规格和合同中或由Salcom维护或发行的任何目录或其他出版物中包含或提及的其他商品描述仅为估计. Unless otherwise expressly agreed in writing, it is not a condition of the contract that the goods, where they are not made to the buyer’s specifications, will correspond precisely with such specifications and descriptions, and customary tolerances, or in the absence of customary tolerances, reasonable tolerances, shall be allowed.

15. INTELLECTUAL PROPERTY

5.1. Definition of Intellectual Property. “知识产权”指机械或电子硬件(例如但不限于Salcom十大网堵平台的与软件/固件接口的设备), operates or is otherwise used), software, including all know-how, trade secrets, copyrights, and patentable inventions relating thereto, including materials, notes, designs, technical data, ideas, know-how, research, reports, documentation and other information related thereto.

15.与货物、货物的任何十大网堵平台过程以及Salcom根据本销售条件提供的任何文件相关的知识产权的所有权属于并应属于Salcom.

15.3 All materials, including, but not limited to hardware, software, programs, source code, firmware and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof (collectively, the “Products”) developed by Salcom remain the exclusive intellectual property of Salcom.

15.上述产品在纳入Salcom设备后,可供买方使用,但买方应理解,无论是硬件还是软件,都不会被复制、逆向工程或以任何方式干扰.

15.5 Any specific modifications made to the hardware, software or firmware by Salcom for the purpose of customizing the product for the buyer will be charged on a time basis. Only if specifically agreed in writing by Salcom will any software or firmware be created and sold to a buyer.

16. FORCE MAJEURE

16.1 Neither party will be liable for any act, omission, or failure to fulfil its obligations under these Conditions of Sale if such act, omission or failure arises from any cause reasonably beyond its control including strikes, lockouts, riots, acts of war, epidemics, governmental action superimposed after the date of these Conditions of Sale, fire, communication line failures, power failures, earthquakes or other disasters (“Force Majeure”).
16.2 The party unable to fulfil its obligations due to a Force Majeure shall:

(a)立即书面通知另一方,并提供有关不可抗力事件的全部信息,包括估计克服不可抗力事件可能需要的时间;
(b) Use its best endeavours to overcome the event and minimise the loss to the other party; and
(c) Continue to perform its obligations as far as practicable.

17. DISPUTES

17.1 The parties will meet and discuss in good faith any disputes between them arising out of the contract.

17.2 If the discussions referred to in clause 17.1 fail to resolve the relevant dispute within twenty (20) working days of the dispute arising, 任何一方均可(通过书面通知其他各方)要求将争议提交坎特伯雷地区律师协会或其继任者的现任主席提名的一名调解员进行调解. In the event of any such submission to mediation:

(a) The mediator will be deemed to be not acting as an expert or an arbitrator;
(b) The mediator will determine the procedure and timetable for the mediation.

17.3 The cost of the mediation will be shared equally between the parties to the dispute.

17.如果在指定调解员后二十(20)个工作日内或双方书面同意的更长时间内争议仍未解决,则双方同意根据1996年《十大网博靠谱平台》(不包括该法案附表2第4条和第5条)将争议提交仲裁。. The arbitration shall be conducted by one arbitrator appointed by the parties to the dispute, if the parties to the dispute can agree upon one, or, failing agreement, one arbitrator to be appointed by the President for the time being of the Canterbury District Law Society or its successor. The parties agree to be bound by the award of the arbitrator.

17.5 Pending final settlement of any dispute, the parties shall continue to perform their obligations under the contract so far as possible as if no dispute had arisen.

17.本第17条的任何规定均不妨碍任何一方在仲裁员作出裁决之前立即采取步骤向新西兰法院寻求衡平法上的救济.

18. CONFIDENTIALITY

18.各方同意,未经另一方事先书面同意,其不会使用机密信息或将机密信息透露给除其管理人员以外的任何人, employees and advisers essential to the implementation of the provisions contained in it or as required by law.

18.2 Each party shall use its best endeavours to ensure those of its officers, employees and advisers to whom confidential information is disclosed in terms of clause 18.1 are aware of and comply with the confidentiality obligations imposed by that clause.

18.3 If a party is required by law to disclose any confidential information it will immediately, and prior to such disclosure, advise the other party.

18.4 The obligations under this clause shall survive termination or cancellation of this agreement.

18.5 Except as required by law, 除以上述形式和方式外,任何一方不得就本销售条件或其标的物或条款的存在作出任何公告或披露, and at such time as the parties agree.

19. NOTICES

19.1 Each notice, agreement and other communication (each a "communication") to be given, delivered or made under these Conditions of Sale is to be in writing but may be sent by personal delivery, post (by airmail if to another country), email or facsimile.

19.2 Each communication under these Conditions of Sale is to be sent to the address, 相关方的电子邮件地址或传真号码,或至少提前五(5)个工作日不时指定的任何其他地址
to the other.

19.3 A communication under these Conditions of Sale will only be effective:

(a) In the case of personal delivery, when delivered;
(b) If posted or delivered to a document exchange, five (5) working days, in the place of receipt, after posting (by airmail if to another country) or delivery to the document exchange;
(c) If sent by email, 在它进入收件人信息系统的日期和时间(如发件人信息系统的交付确认报告所示), which indicates that the email was sent to the email address of the recipient designated for the purposes of these Conditions of Sale); and
(d) If made by facsimile, 发送传真的机器产生传输报告,表明传真已完整地发送到为本销售条件的目的而指定的接收者的传真号码.

但在下午5点以后或非工作日的某一天收到或被视为收到的任何通信,应被视为在下一个工作日之前未收到.

20. WAIVER

20.1 All the original rights, powers, exemptions and remedies of Salcom shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof. Salcom不应被视为放弃了任何条件,除非该等放弃是书面的,并由Salcom或其授权官员签署,以及任何该等放弃, unless the contrary shall be expressly stated, shall apply to and operate only in particular transaction, dealing or matter.

21. NO ASSIGNMENT

21.1 The buyer may not assign all or any of their rights or obligations under the contract without the prior written consent of Salcom.

22. NO PARTNERSHIP/AGENCY

22.1 Nothing contained in the contract is deemed to constitute the parties partners nor, except as otherwise expressly provided in the contract constitute any party the agent or legal representative of another party. 除本销售条件明确规定外,任何一方均无权代表任何另一方采取行动或承担任何义务或责任.

23. LAW AND JURISDICTION

23.1 The contract shall in all respects be deemed to be a contract made in New Zealand and the construction, 本合同的效力和履行应受新西兰法律管辖,新西兰法院对本合同具有专属管辖权.

Sea Air and Land Communications Limited Website Terms

1.             TERMS

1.1          Sea Air and Land Communications Limited (“we”, “us” or “our”) provide wireless telemetry systems. These terms (Terms) set out key provisions in relation to this website. In these Terms “you” and “your” means the individual accessing and using this website.

1.2          By visiting this website you agree to be bound by these Terms and all applicable laws governing this website.  If you do not agree to be bound by these Terms and such laws, please do not access or use this website.

1.3          We may amend these Terms from time to time without prior notice.  您有责任确保您已阅读最新版本,因为您继续使用本网站即表示您同意受这些条款的约束.

2.             USE OF THE WEBSITE

2.1          We reserve the right to alter, or update this website, and any information we provide on this website. We reserve the right to correct any error on this website, including any errors in relation to pricing. Such a change shall take effect immediately. We will not be liable if for any reason all or any part of this website is unavailable at any time or for any period.

2.2          You may only use this website in accordance with these Terms. You must not use this website for any other purpose. If you use any part of this website in breach of the Terms, your right to use this website will cease immediately.

2.3          This website contains functionality to enable us to collect your personal information.  Please review our privacy policy, which will govern the collection, storage, use and disclosure of your personal information collected through this website, via any social media services we use, or any other means where we tell you this privacy policy applies.

3.             INTELLECTUAL PROPERTY RIGHTS

3.1          This website, its contents, its features and functionality are either owned by us, the people we licence such material from, or the provider of such material and are protected by New Zealand law. No right, title or interest in or to this website or any content, features or functionality on this website is transferred to you, except as set out in these Terms. Any use of this website or its contents not expressly permitted by these Terms is a breach of these Terms and may also violate copyright, trademark and other laws.

3.2          Subject to these Terms, we grant to you a non-exclusive, non-transferable, limited right to use, copy, print or download the materials that we make available on this website in pdf form or which are otherwise provided for you to download.  Any such use of those materials is limited to:

3.2.1      either personal use only, or use solely in connection with any product provided by us; and

3.2.2      the purpose for which it is made available and any other purpose stated on this website where the materials are made available. 

You must not use those materials for any commercial purpose.  You must ensure any copyright notice on such materials is retained on any copy.

3.3          Except as provided above, you are not permitted to copy, reproduce, alter, modify, create derivative works, publicly display, broadcast or stream any content from our website, without our prior express written permission. 

3.4          Where we provide a link on this website to a third party’s website, the use of that third party website is governed by the terms set out by that third party. We do not accept any responsibility or liability for your use of any third party websites.  You should read the terms of use applying to those websites before you use them.

4.             RELIANCE ON INFORMATION POSTED

4.1          The information presented on or through the website is made available solely for general information purposes. We do not warrant the accuracy or completeness this information. Any reliance you place on such information is strictly at your own risk. To the extent permitted by law, we disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to this website, or by anyone who may be informed of any of its contents. We reserve the right to correct errors in any such information.

5.             WEBSITE DISCLAIMERS

5.1          Your use of this website is at your sole risk and this website is provided on an “as available” basis. We do not warrant that:

5.1.1      the website will be uninterrupted, timely, secure, or error-free;

5.1.2      the quality of any information, or other material provided to you through the website will meet your expectations and;

5.1.3      any errors on the website will be corrected. 

These exclusion do not affect any rights which may not be excluded under the Consumer Guarantees Act 1993.

5.2          You expressly understand and agree that to the maximum extent possible, but subject to any applicable New Zealand laws, we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for exposure to viruses, malware or other malicious code when you access or use this website or damages for loss of profits, goodwill, use, data or other intangible losses resulting from your use of the website or your reliance on any website content.

5.3          You are responsible for ensuring the process by which you access and use this website protects you from viruses, malware or other malicious code.

6.             GENERAL

6.1          If any provision of these Terms are held by any court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining provisions. 

6.2          These Terms, and your use of this website, shall be governed by and construed in accordance with New Zealand law, 您同意新西兰法院对与本条款有关的任何诉讼具有非专属管辖权, and your use of the website.