How to do business with Unitech Europe Content: Page 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Welcome! About Unitech Contact us Doing business with Unitech 4.1 Orders 4.2 Credit Line 4.3 Financial information 4.4 Price Exception 4.5 Loan Units United Partner Benefits Marketing support Technical support 7.1 Direct contact with Unitech technical support 7.2 www.unitechnical.info 7.3 Defect on Arrival (DOA) 7.4 Return Merchandise Authorization (RMA) UnitCare service program Logistical services 9.1 Fixed Freight Scheme 9.2 Shipment Notification 9.3 Collection Freight Scheme In-house developed software Unitech Terms & Conditions Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 3 3 4 6 6 6 6 7 7 8 12 12 13 13 13 14 13 15 15 15 16 16 18 E-mail: Website: info@eu.ute.com http://eu.ute.com 1. Welcome! Dear customer, We are pleased to offer you this welcome kit which provides you with all information you need to do business with Unitech. We are convinced this will contribute to a prosperous cooperation between your company and Unitech. Kind regards, Jeffrey Huang Managing Director Unitech Europe 2. About Unitech Unitech Europe Unitech Europe is located in Tilburg, The Netherlands, since 1999. From this location Unitech products are distributed throughout Europe, Africa and the Middle East. Beside distribution the Tilburg location of Unitech also provides extensive service in the fields of sales, marketing and technical support. By this local service Unitech Europe is capable to react quickly and effectively to customers’ and potential partners’ questions and needs. People who make difference Unitech was founded in 1979 in Taipei, Taiwan. As a global provider of automatic identification and data capture technologies, Unitech manufactures a wide range of rugged mobile computers, RFID readers and fixed mount terminals. Unitech products bring value to customers throughout the world in various industries, such as transportation, logistics, retail, banking, warehouse and manufacturing. Our goal is to develop solutions that help our customers achieve higher productivity and more efficient operations. More information about Unitech? Download our Company Profile via the Partner Portal: http://portal.unitech.eu/About.aspx Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 3 3. Contact us Prosperous business can only be done when the communication between your company and Unitech is optimized and streamlined. In order to support this optimized communications all Unitech’s staff is listed below. It is categorized by department. Please feel free to contact Unitech personnel whenever you need support. Managing Director Mr. Jeffrey Huang Email: jeffreyhuang@eu.ute.com HR Officer Ms. Barbara Lem Email: barbaralem@eu.ute.com Financial Department Manager Account & Finance Ms. Sharon Wang Email: sharonwang@eu.ute.com Accounting Administrator Mr. John van Wanrooij Email: johnvanwanrooij@eu.ute.com Marketing Department Senior Channel Marketing Executive Ms. Marjolein Hoetelmans Email: marjoleinhoetelmans@eu.ute.com Channel MarCom Executive Ms. Tamara Steinbusch Email: tamarasteinbusch@eu.ute.com Inside Sales Department Order & Procurement Supervisor Ms. Juan Liu Email: Juanliu@eu.ute.com Territory Managers Territory Manager Southern Europe & N-Africa Mr. Joan Gimenez Email: joangimenezcanal@eu.ute.com Area: Spain, Portugal, Italy, Greece and N-Africa Territory Manager UK & Ireland Mr. Joan Gimenez Email: joangimenezcanal@eu.ute.com Area: UK & Ireland Territory Manager CEE, Eastern Europe & Russia BDM Germany Mr. Leander Peichl Email: leanderpeichl@eu.ute.com Area: Central & Eastern Europe - Germany Territory Manager Turkey Mr. Ercument Sapmaz Email: ercumentsapmaz@eu.ute.com Area: Turkey Territory Manager Benelux, Nordics & France Mr. Didier Snacken Email: didiersnacken@eu.ute.com Area: Benelux, France, Israel & S-Africa Junior Reseller Account Manager The Netherlands Mr. Thijs van Keulen Email: thijsvankeulen@eu.ute.com Area: The Netherlands Sales Administration & Order Processing Ms. Yana Xin Email: salesadmin@eu.ute.com Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 4 Technical Department Logistical Department Operational Director Mr. Sjaak van Oosterhout Email: techsupport@eu.ute.com Coordinator Logistics & Office Mr. Faruk Bagci Email: warehousekeeper@eu.ute.com IT-Specialist Mr. Harm van der Meer Email: harmvandermeer@eu.ute.com Application Engineer Mr. Rob Suykerbuyk Email: techsupport@eu.ute.com Service & Support Engineer Mr. Ian Hoeve Email: techsupport@eu.ute.com Service Engineer Ms. Lotte Wolfs Email: techservice@eu.ute.com Service & Support Engineer Mr. Sander Blommensteijn Email: techservice@eu.ute.com Technical department Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 Territory Managers E-mail: Website: info@eu.ute.com http://eu.ute.com 5 4. Doing business with Unitech How to do business with Unitech… All practical aspects to proceed in doing business with Unitech from the opportunity to view financial information, to placing orders and requesting loan units. You’ll read it all in this chapter. 4.1 Orders We very much welcome your orders. To place an order we need all orders details such as products, quantity, configuration, requested shipment date, destination and mode of shipment. Orders can be send by email to: salesadmin@eu.ute.com. All your orders will be processed by Unitech’s Inside Sales department as quick as possible with a maximum of 7 working days. After your order is being processed by Unitech, you’ll receive an order confirmation. We kindly ask you to check this order confirmation and report any differences between your original order and the order confirmation issued by Unitech Europe. In order to keep progress in the order process Unitech requests you to claim any discrepancies within 3 days after the order confirmation is provided. After these 3 days Unitech will assume the prices and conditions are correct and will proceed with your order(s). All shipments will take place on an ‘ex-works’ base, meaning that the shipment (and dispatch) of the products is for the account and risk of the recipient. (More information about shipments: see chapter 9) 4.2 Credit Line Unitech can offer you as a direct customer a credit facility. Within a credit line you can order products and services on credit. The credit facility will only be granted after a validation process has taken place. Unitech has chosen to insure the credit facility via the company Coface Nederland (Claudius Prinsenlaan 126, 4800 DJ Breda). Evaluation of the credit facility will be performed between you, as Unitech’s customer, and Coface only. Once the credit amount is granted, Unitech will receive a notification message from the credit insurance company and will adapt the credit facility. Every quarter the credit facility will be reviewed by Unitech’s accounting and finance team to see if payment behavior is in accordance with the agreed general business and payment terms between customer and Unitech. To apply for a credit line, you can fill out the Credit limit application form via the United Partner Portal – finance section. 4.3 Financial information Unitech is using an ‘invoicing on the box’ system. This means that each shipment will have its own associated invoice attached to it. The invoice(s) is in an envelope and is placed on the outside of (one-) the carton(s). Direct shipments (towards end customers) will NOT be on the carton(s), but send by regular email. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com In addition to the paper invoice, Unitech has developed a financial section on the United Partner Portal. Here you can find all kinds of financial information like the Unitech price book and rebate forms. Within this section you will also be able to find a summary of your outstanding invoices with us, instantly and up-to-date. 6 To access the financial information on the Partner Portal you need to have ‘Access to Financial information’. This access will be granted to financial and management staff whose contact details are provided during registration. One person of the company has the ‘administer role’ to set extra financial access for other employees. More information about the United Partner Portal can be found in chapter 5. United Partner Benefits) 4.4 Price Exception As many other industries the IT industry is competitive. Unitech wants to help customers to stay competitive and win the opportunity in a most efficient way. While you are facing the price pressure from the market, you are welcome to propose the Price Exception (PE) requests by filling in the Price Exception form, including the detailed information about the project requirements, involved quantity, market competition information and end-user information. After receiving your completed PE form, we will review your requests and reply to you within 5 working days. In most occasions we will request for a co-visit to identify Unitech’s unique value proposition. Your Territory Manager will contact you for such activity. Price Exceptions (PE’s) require certain volume commitments. For more information, please check the ‘price support explanation’ which you can find at the finance section of the United Partner Portal (right menu). To request a Price Exception, please fill out the Price Exception Request form, which you can also find in this same finance section. (Please read chapter 5. United Partner Benefits for more information about the United Partner Portal) 4.5 Loan Units To support pre-sales activities Unitech can provide its customers with a loan unit. This opportunity will be available for new products, pre-launch of products and special products. Your Territory Manager will discuss the sales opportunity and advice the right product. After completing and submitting the Loan Request form we will review your requests and reply to you within 3 working days. We will not grant new loan applications to a customer who has un-returned loan units. It is required to return the overdue one properly first. We will not accept the return of a loan older than 3 months to be returned even if the loan period was agreed to be prolonged. Loan units can reside on customer side no longer than 3 months. An invoice will be issued at the end of a loan period if the loan unit isn’t returned to Unitech. Not complying with these on-loan rules will result to apply a 3-month or 6-month quarantine period to the customer. During the quarantine period, the customer will not be allowed for any loan unit form us. All terms & conditions of loan units can be found on the Loan Unit Request Form which you can find on the United Partner Portal Sales section. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 7 5. United Partner Benefits As a United Partner you will benefit from extra support and special United programs. As a registered Partner you’ve received login information to access the United Partner Portal. This portal is the gateway to doing easy & quick business with Unitech. United Partner Portal You can login at: http://portal.unitech.eu/Login.aspx After login you can easily find all necessary information about Unitech, Unitech products, extra service and United programs especially developed for our United partners. News and company information Via the “Finance”, “Logistics”, “Marketing”, “Sales”, “Technical” buttons you will find all necessary information about Unitech products & services. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 Changing topics about special promotions, programs or other nice and important facts. E-mail: Website: info@eu.ute.com http://eu.ute.com 8 Back to Home Page of Partner Portal Explanation of the special United programs regarding the page topic Direct downloads, online forms and extensive information Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 9 Company United Settings & Access As a United Partner you can view your company details as you provided us at the registration for the United Channel Partner Program. Click on “Your Name” in the upper right corner of the page once you are logged in If you are the ‘administer’ of your company you will see (and be able to change) the company settings: United Partner Type logo Create an access for a new colleague Overview of all company users that are registered and have access to the United portal. As an ‘administer’ you can edit, change and delete contact settings and re-send a password. You can also set the rights for financial info per user. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 10 If you are a ‘regular company contact’ or if you click the ‘edit’ button of a contact on the company detail page, you’ll see the personal contact details. Personal Social Media accounts Contact details Rights to access certain information. This can only be changed by ‘administer’ of company and Unitech personnel Subscription for Unitech’s e-newsletters Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 11 6. Marketing Support Unitech's Marketing team is pleased to support you in creating your own effective marketing campaign, brochures, websites and other materials to promote (and sell) Unitech products. This will contribute to a professional look and feel towards the market. Because we care! Marketing materials As a United partner you are able to download marketing materials from the portal. We aim to keep all files is up-to-date so you will always have the latest versions. We also offer the possibility to request printed Unitech marketing materials like product leaflets, harmonica brochures and solution catalogues. Via the Marketing Material Request Form you can request a certain quantity of materials. After submitting your request we will send the available marketing materials to you a.s.a.p. Unitech Newsletters Always want to have the latest updates and news of our company and products? Make sure your e-mail address is right and sign up for the type of newsletters you would like to receive. We will send you all important information on a regular basis. For personal newsletter settings, please read chapter 4 of this Welkom Kit. Marketing program As a United partner you can benefit from special marketing programs like Seed Unit program, Special promotion activities and marketing funding (based on type of United partner). Check out all marketing programs at the right side of the marketing menu on the Partner Portal. Special requests In case you have a special request about marketing materials, please contact our Marketing Department at +31 (0) 13 460 9292 or marketing@eu.ute.com 7. Technical Support One of the services Unitech Europe offers to her customers is the best technical support possible. Whether it is in the (pre-)phase of sales, at installation time or once the units are installed, Unitech can support you during all stages. Support is provided in the form of documentation, software and utilities, as well as by telephone, e-mail and a special technical website. 7.1 Direct contact with Unitech Technical Support As a United Partner you can contact the Unitech Technical Support directly via: - T. 0031 13 460 9292 techsupport@eu.ute.com Once you contact our tech-support we will generate a tech-ticket for future tracking Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 12 7.2 www.unitechnical.info This website gives a 24/7 support on all Unitech products to all Unitech customers. It contains the latest information regarding Unitech products like manuals, tools, tips and tricks and many other comprehensive information, like firmware upgrades. 7.3 Defect on Arrival (DOA) Despite our entire product quality testing process it might happen in rare occasions that a product arriving at your location is not working. In that case we call it a Defect on Arrival (DOA). You can claim immediate replacement if one or more of the products are defective. If a product is not working at arrival, we ask you to claim a DOA replacement within seven working days after receiving the products from Unitech. A claim should be made by email to: techsupport@eu.ute.com. After the claim is made Unitech will contact you to evaluate the DOA claim in technical terms. We request for your complete cooperating to allow Unitech to validate the claim. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 13 In case one or more products are considered valid DOA, new products will be provided by Unitech within seven working days. If such a product is not available at that time, one or more equivalent products will be provided as a temporary replacement. You are compulsory to send back or allow pickup by Unitech at the same time. A return number will be provided to you. We request this return number to be clearly marked on the outside of box. If any product is not considered to be a valid DOA then these products can be of service via the standard RMA Service procedures. 7.4 Return Merchandise Authorization (RMA) In case a product becomes defective during the warranty period Unitech will, at its sole discretion, replace or repair any product(s) free of charge which, in Unitech’s opinion, is/are defective. Any merchandise that is to be returned must have a valid Return Merchandise Authorization (RMA) number clearly indicated on the outside of the returned package and on the accompanying packing list. To obtain an RMA number, please go to: - Partner portal Technical RMA Unitech can only accept return packages when indicating an RMA number on the outside of the boxes. Without such RMA number we cannot accept the package. For a complete overview of the procedure, explanation and terms and conditions of the RMA process please check the websites mentioned above. 8. UnitCare Service program Now you can protect your units against accidental damage, normal wear & tear and more with UnitCare, a convenient, direct pre-packaged service from Unitech. You enjoy enhanced investment protection and a low total cost of ownership. Customers have different demands to keep operations running efficiently, as well as cost effectively. Therefore UnitCare is based on understanding business and service needs of each industry where Unitech’s mobile computers are running. This service program goes beyond the standard warranty with a complete package of service levels offering a high level of security adjusted your business needs Easy online activation ensures coverage for the full length of your contract. Because the contracts are pre-defined to cover every product quantity, it’s easy to select the right combination to cover your devices. Via the United Partner Portal you can easily register and manage your UnitCare licenses: Login with your email address and password at http://portal.unitech.eu Go to “Technical” “UnitCare” If you registered a UnitCare contract the UnitCare License will be send to you by email. Once you have received the detailed e-mail you can forward the license to your customer. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 14 You can also decide to provide a login to your customers allowing them to register a valid Unitech product to the License. At the moment a product is registered to a UnitCare license you will receive an invoice from Unitech, which you can invoice to you customer. Through the UnitCare Portal you will have an overview of all carrying UnitCare licenses including the status of these licenses. There are 3 different levels in the UnitCare system: Open UnitCare license created, no product registered yet. Pending Product Registered but invoice open. As long as the invoice remains unpaid, no UnitCare service will be provided to any product associated to that specific license. Activated Product registered and invoice paid to Unitech Within 3 months after Unitech sell-out registration date a UnitCare license needs to be connected to a product’s serial number. This will be the start-date of UnitCare coverage. The type of UnitCare license will determine the end date. If you have any questions regarding UnitCare, please contact: techsupport@eu.ute.com 9. Logistical services Unitech products are manufactured in our production facilities in Taiwan. Unitech Europe is importing the goods from Taiwan into Europe. From Unitech’s warehouse in The Netherlands all goods are being shipped based on customer order. All shipments will be done Ex-Works. This means Unitech’s customer is responsible for insuring the goods and will be responsible for the goods the moment they leave Unitech’s warehouse. Of course Unitech will still be assisting you with shipment services 9.1 Fixed Freight Scheme (FFS) For efficient and hassle-free operations Unitech is offering a Fixed Freight Scheme (FFS) which is based on total value of the sales order. In practice this is very efficient and easy for you. The costs are clear, transparent and you don’t need to create a pickup. The sales order will be shipped via the most economic method and will be arranged by Unitech. When you place your sales order you can indicate your shipment preference. The FFS cost will be added to the invoice. In the case Unitech needs to ship a sales order partially, due to stock shortages, the additionally shipment(s) to complete the sales order will be done on Unitech’s account. More information about Freight cost, categorized per region and sales order value can be found on the Partner Portal Logistics 9.2 Shipment Notification To be informed of a planned shipment of Unitech products our logistics system will send you a shipment notification. The logistic contact person within your company will receive an email with the packaging list, including the content per box and mayor product serial numbers. Along with this email you’ll also receive information about the forwarder and track & trace number of your shipment. In addition the financial contact will receive an email with the invoice. A printed invoice will come with the shipment in an envelope on the box. (Please, see 4.3 for more information) Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 15 9.3 Pick-up Service – Collection Freight Scheme (C-FFS) Unitech can also arrange pickup of goods in a similar way as the FFS, which is named Collection Fixed Freight Scheme (C-FFS). The C-FFS is exclusive for EU-region. It will allow you to only prepare the goods for return shipment. Unitech will initiate the collection at your side, which can be any location in the European Union. More information about Freight cost, categorized per region and sales order value can be found on the Partner Portal Logistics 10. In-house developed software Within our goal to offer our customers the best service & products possible, we develop software solutions that help our customers achieve higher productivity and more efficient operations. Our software offerings: 12Solutions Our in-house developed solutions are called 12Solutions, providing great enhancements to user experience and management needs. 12Solutions are designed and created by qualified Unitech software engineers and reduce your software integration costs. 12Solutions are available free of charge and increase your value offering to end users. Some 12Solution examples; 12Lock 12Monitor 12Note 12KnowWhere 12Browse 12Capture 12Manage 12Manage is an internet based Device Management system. It will allow 24/7 access to a portal giving instant views on the complete install base of devices. Updating quick and easy user applications or even locking down the device are just a few options available in 12Manage, reducing the total cost of ownership. JobGenPlus for HT630 JobGenPlus is a powerful application generator with an intuitive drag and drop, point and click style of programming that enables applications to be developed and deployed with little or no programming knowledge. Together with an embedded simulator your first application development steps are easily made! For any extra speedy deployment of your terminals, use the ready-to-go applications that come with JobGenPlus and brand it your own. Programming has never been so easy. 16 Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com JobGenPlusEmbedded for HT660e Transform your applications and make them future proof with JGPe for HT660e. JGPe provides an uplift of your current DOS-based applications. Enrich them with powerful new features to optimize business efficiency or use JGPe to totally change your business environment with new applications for your Windows Embedded device. JGPe reinforces your applications by utilizing: Ethernet of Wifi for fast file transfers Full TCP/IP stack for networking Bluetooth for wireless printing Touchscreen for signature capture Graphical display of images If you are currently using JobGenPlus with the Unitech HT630, your code is compatible with JGPe. This cross compatibility makes upgrades to Unitech’s HT660e easy. More information about the 12Solutions, 12Manage or JGP(e), go to the partner portal menu ’technical’ item ‘product info’ or contact Unitech Technical Support. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 17 9. Unitech Terms & Conditions GENERAL TERMS AND CONDITIONS OF SALE OF UNIQUE TECHNOLOGY EUROPE B.V. the Netherlands, (“Unitech”) Date: 01-01-2009 Registration no. 4016 at the chambers of commerce in Tilburg, the Netherlands Article 1 – Definitions / Applicability of the terms and conditions 1.1 “Buyer”: any party to whom Unitech agrees to sell goods (“Products”). “Agreement”: any agreement incorporating these terms and conditions by reference, including offers and quotations and confirmations. 1.2 The terms and conditions shall prevail above the general terms and conditions of Buyer and third parties, which are hereby explicitly rejected, and shall cover all sales of Products by Unitech to Buyer, all agreements and actions concerned therewith, including those of a preparatory nature. 1.3 Unitech reserves the right to make changes to these terms and conditions at any time. Such changes shall have effect thirty (30) days from notification of change. Article 2 – Products 2.1 Unitech retains the right to modify Products, to introduce new Products for inclusion in the Agreement, to definitely or temporarily terminate Products or to exclude them from the official pricelist, all without prior notice. Article 3 - Prices 3.1 All price quotations are without obligation and do not bind Unitech. 3.2 All prices are ex-works, as defined in the Incoterms 2000, from the Unitech registered address in the Netherlands. 3.3 All prices are in Euro, unless agreed otherwise in writing, and shall be exclusive of sales tax (VAT), any other government levies, transport costs and insurance premiums. 3.4 Unitech is entitled to adjust the agreed prices of the Products. If Buyer is unwilling to accept such adjustment Buyer may terminate the respective order within seven workdays from said notice. Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 Article 4 - Orders 4.1 An Agreement with Unitech shall only be concluded if Unitech has accepted an order in writing within seven working days after receipt of the order or has commenced execution thereof. The order shall specify Products, quantity, configuration, requested shipment date, destination and mode of shipment. 4.2 If differences occur between the order by Buyer and the confirmation thereof by Unitech, then Buyer shall be deemed to have agreed with the contents of the confirmation unless Buyer informs Unitech within three working days of the contrary. Article 5 – Payment, delivery and shipping 5.1 All orders shall be paid for in accordance with the terms of payment set forth in the order confirmation. 5.2 If Buyer fails to pay the amounts due within the agreed period, legal interest shall be due on the outstanding amount by operation of law, at the rate of 1.5% per month, and furthermore all judicial and extra-judicial costs. 5.3 Products shall be delivered to Buyer ex Unitech's preferred warehouse. 5.4 The risk with regard to the Products sold or delivered by Unitech to Buyer is transferred to Buyer at the moment these Products are segregated for the benefit of Buyer in Unitech’s preferred warehouse. 5.5 The shipment and dispatch of the Products shall be for the account and risk of Buyer, even when the haulage company or third party involved claims that freight documents or the like contain clauses to the effect that all damages sustained during transport shall be for the account and risk of the dispatcher. 5.6 Delivery times specified by Unitech are approximates only. Unitech shall not be liable for any damages if a delivery time is exceeded and such does not give Buyer the right to terminate the Agreement. 5.7 Unitech is responsible for obtaining the relevant export permits and approvals for the Products from the authorities in the Netherlands. Buyer is responsible for all other import permits and approvals. E-mail: Website: info@eu.ute.com http://eu.ute.com 18 Article 6 – Cancellation, configuration change, reschedule 6.1 After Unitech's acceptance and confirmation of an order, any cancellation thereofor any change in configuration, quantity or specific items shall be subject to the following surcharges: 10% of total order amount in case of a notice to Unitech within 15 days of the expected shipment date; 20% of the total order amount in case of a notice to Unitech within 7 days of the expected shipment date. If the order is agreed upon in writing to be irrevocable, the surcharge shall be 100% of the total order amount, regardless of the moment of notice. Any request by Buyer to reschedule the delivery date beyond 60 days from the expected shipment date will be treated as a cancellation and will be subject to the charges listed above. Article 7 – Intellectual property rights and confidential treatment of information 7.1 All software, trademarks, trade names, know-how, domain names, slogans, word marks, logo’s, labels affixed by Unitech and documentation connected with Products are the exclusive property of Unitech and/or its affiliates and may not be used without prior written consent of Unitech. Buyer is prohibited to remove or amend any indication of the aforementioned intellectual property rights. 7.2 Buyer guarantees that all information of a confidential nature received from Unitech concerning proprietary items, trade secrets, processes, inventions, marketing and promotional techniques, and other material designated as confidential by Unitech, shall remain confidential. 7.3 Buyer shall hold Unitech and its affiliates harmless from any damage, liabilities and costs arising from or in connection with any violation of this clause 7. Article 8 – Warranty / Limitation of liability 8.1 Unitech warrants the Products for the period indicated in the official Unitech Price Book valid at the date the product was purchased from Unitech. The warranty period is calculated from the date on the invoice issued by Unitech. Products must be checked Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 upon receipt by Buyer and defects be reported within 7 working days after receipt or, in case of invisible defects, within 7 working days after discovery. Buyer cannot invoke this warranty in case of an untimely report. 8.2 Unitech’s sole and exclusive obligation with respect to claims under this warranty shall be limited, at Unitech’s option, to repair or replacement, and shall not apply to Products improperly installed, negligently used, damaged by misuse, accident or neglect, including failure to follow instructions. All costs incurred in delivering defective Products to Unitech shall be borne by Buyer; all costs incurred in returning repaired or replacement Products to Buyer will be borne by Unitech. 8.3 The aforementioned warranties are exclusive remedies and are in tier of any and all other warranties whether expressed or implied, including, without limitation and warranty of merchantability or fitness for a particular purpose. The warranty granted above shall extend directly to Buyer and not to Buyer’s customers, agents or representatives. 8.4 In no event shall Unitech be liable for special, indirect, incidental or consequential damages or for any lost profits. Article 9 – Termination 9.1 Should Buyer: (i) apply for his own bankruptcy, be declared bankrupt, submit an application for suspension of payments, or should his property be attached; (ii) after receipt of a notification of default, fail to fulfill any condition imposed by law or any agreement that Buyer has with respect to Unitech; (iii) fail to pay an invoice or part thereof within the applicable payment period; (iv) cease trading, transfer its company or the control there over, or an important part thereof, or dissolve its company, Unitech shall then have the right to terminate the Agreement immediately. Article 10 – Force majeure 10.1 Unitech shall not be bound to meet any obligation if prevented from doing so as a consequence of force majeure. Force majeure shall be deemed to include any and all circumstances due to which Unitech shall be E-mail: Website: info@eu.ute.com http://eu.ute.com 19 temporarily or permanently unable to fulfill its obligations such as the imposition of government measures, strikes, fire, flooding, explosions, labor arrest, trade dispute, a shortage of labour or materials, default on the part of Unitech’s suppliers, and any and all circumstances that reasonably prevent Unitech to meet its obligations towards Buyer. Article 11 – Governing law, choice of forum and arbitration 11.1 The Agreement shall be governed by the laws of the Netherlands. 11.2 In the event that Buyer is domiciled in a member state of the European Union at the time that proceedings are commenced, any and all disputes will be settled by the competent court in Amsterdam, the Netherlands.The above will not affect Unitech’s power to submit a dispute to the court that would be competent in the absence of this provision. In the event that Buyer is not domiciled in a member state of the European Union upon the commencement of proceedings, dispute resolution will be effected in accordance with the rules of the Netherlands Arbitration Institute (NAI). This arbitration will take place in Amsterdam, the Netherlands, and will be conducted in English. Article 12 – Transfer, assignment 12.1 The rights and obligations under the Agreement may not be transferred or assigned by Buyer, without prior written permission from Unitech. Any attempt thereto without permission shall be null and void. Unitech may transfer and assign its rights and obligations under the Agreement with notice given to Buyer. Article 13 – Retention of title 13.1 Without prejudice to the provisions in clause 5.4, all Products supplied by Unitech remain the property of Unitech until the debt owed by Buyer to Unitech has been settled in full, this debt being the amount that Buyer has owed Unitech since the realization of the Agreement, inclusive of all interest and costs. 13.2 Buyer is not allowed to pledge Products or to encumber them in any other way as long as the Products are subject to any retention of title. “The relation between the sales agreement and the general terms and conditions of sales should be determined in the sales agreement and not in the general terms and condition of sales itself.” If case you are missing some important information inside this Welcome kit or have a great idea you would like to share, please don’t hesitate to contact us. Your feedback helps us to improve or extend our service to you and all the our partners. Because we care! Unique Technology Europe BV Kapitein Hatterasstraat 19, 5015 BB Tilburg, THE NETHERLANDS Tel: +31 (0)13 460 9292 Fax: +31 (0)13 460 9293 Registration no: 18054486 VAT no: NL8074.13.598.B01 E-mail: Website: info@eu.ute.com http://eu.ute.com 20
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