Supply terms and conditions

The terms and conditions (hereinafter the “T&C”) apply to supply/sales of goods by companies of Omnicomm Group, unless otherwise specified in relevant agreement. Proforma invoices, orders, invoices or specifications of transactions (“Invoices”) are governed by the T&C in full. Invoices may apply these T&C in part, should there be a relevant note in such Invoice(s).

The standard terms and conditions strictly observed by Parties are set forth as follows:

1. DEFINITIONS

For the purpose of this T&C, the terms and phrases are construed with the following definitions and interpretations:

• Intellectual Property means any trademarks, tradename, patents, copyright, design rights, know-how, logos, trade secrets, copyrights, licenses and other Intellectual Property protection including rights in any secret process, technical know-how or intellectual property with reference to the Product, whether relating to its individualization or technology/production.
• Invoice means proforma invoice, invoices or other documents issued by Omnicomm for the purposes of Products supplies.
• Omincomm means company specified as seller (Supplier) in the relevant Invoice, being a legal entity belonging to Omnicomm global group of companies.
• Omnicomm’s policy means rules and regulations issued by Omnicomm that Partners are obligated to comply with when executing transactions with Omnicomm under this T&C. The specific policies are regulated in the Omnicomm’s website.
• Order means a demand for Product from a Partner sent to Omnicomm in correspondence, based on that, Omnicomm shall issue the Invoice for payments and supply the Product.
• Partner means buyer or client placing an Order to buy Product provided by Omnicomm for its operational activities.
• Product means any goods, devices, equipment produced and developed by Omnicomm. Products are listed in the product portfolio of the Omnicomm’s website including but not limited to fuel level sensors, accessories, and other goods designed to the management, control and operation transportation vehicles for Partner
• Parties means Omnicomm and its Partner as specified in the relevant Invoice. Omnicomm or Partner are individually referred to as Party.
• Territory means the territory for sales, marketing and other relevant activities with reference to the Product which is agreed between the Parties in the relevant partnership agreement.

2. ORDER AND INVOICE
   • Partner sends to Omnicomm an Order for Product in correspondence by any method that the Parties find appropriate, specifying name, quantity, assortment and other requirements (if any). Omnicomm shall confirm or reject the request within fourteen (14) days from the date of receipt of the Order. If Omnicomm does not reply within the above period, the request is considered to be rejected.
   • In case the Order is approved, Omnicomm shall promptly issue an Invoice for the payment of Product.
   • Omnicomm undertakes to supply Product to Partner in quantity, assortment, and time frame specified in Invoice, which is agreed by Parties in correspondence. Partner undertakes to examine and receive Product and pay for it under the terms specified in the Invoice.
   • Each Invoice is considered a binding agreement for the Parties. In the event of any changes related to the information on the quantity, assortment, or characteristics of Product in Order, Partner must immediately notify Omnicomm within three (3) days from the date of issuance of Invoice. After this period Omnicomm is not obliged to accept any changes in the Order, and the issued Invoice will continue to be executed between the Parties.
3. PRICE AND PAYMENT
   • The price will be specified in the relevant Invoice issued by Omnicomm to the Partner.
   • Unless otherwise specified in the relevant Invoice the price of Product is specified exclusive of any value added tax or similar sales tax on each territory, for which the Partner shall be liable in addition to the price.
   • In case Omnicomm undertakes to deliver the Product to the Partner, relevant charges for transport, packaging, insurance and other relevant expenses shall be specified in the Invoice.
   • The term of payment is specified in the relevant Invoice. If there is none, the payment shall be made within seven (7) days from the date of the Invoice, and Omnicomm is not obliged to organize or prepare delivery of Products to the Partner before the confirmation of the payment is provided.
   • Payment is made by bank transfer to Omnicomm’s account specified in the Invoice or other written document, unless otherwise provided in the Invoice. All bank charges and fees of Partner’s bank for the transfer funds shall be borne by the Partner. All bank charges and fees of the Omnicomm’s bank for the receipt of funds shall be borne by Omnicomm. The currency unit used for payment will be specified on the Invoice.
   • By paying the Invoice the Partner acknowledges its agreement to the terms of the Invoice and with these T&C.
4. DELIVERY
   • The delivery of Products to the Partner shall be in accordance with the terms of the Invoice or other written agreement if it is not specified in the Invoice. Unless otherwise provided in an Invoice and/or another writing document between Parties, the Product will only be shipped after the payments are made in accordance with terms stated on the Invoice.
   • Unless otherwise agreed between the Parties, Omnicomm is responsible for paying all export duties, taxes, and fees related to the export of Product. The Buyer is responsible for paying all import duties, taxes, and fees related to the import of Product into the destination country.
   • The Product will be shipped in packaging and/or containers suitable for the nature of the Product being supplied. The packaging and/or containers must protect the Product from damages during transportation, considering all transport and storage requirements.
   • The risk of accidental loss or damage to the Product, as well as ownership to the Product shall pass to the Partner from the moment when the Product is delivered by Omnicomm to the destination specified in the Invoice.
   • The Partner is obliged to inspect the quantity and quality of the Product upon receipt. In the event that the Partner identifies discrepancies in the quantity and quality of Products delivered compared to which specified in the Invoice, the Partner shall prepare a commercial act to notify Omnicomm of the missing or discrepancies. Based on the commercial act, Omnicomm shall investigate and deliver the lacking Product and replace the discrepancies. If no discrepancies in terms of quantity and no quality issues are claimed by the Partner within two (2) business days following the receipt of the Product, then the Product shall be deemed to be accepted.
5. INTELLECTUAL PROPERTY
   • Parties acknowledge that all Intellectual Property rights to the Product, to its design, individualization and other relevant rights are solely and exclusively owned by Omnicomm. Through transactions or supplying of Product, Omnicomm shall not provide, sell, license or assign a license to or any right, title or interest in, to or under any Intellectual Property owned by Omnicomm, except for the volume of rights required: (i) to distribute the Product to clients (end-users, end-clients, or whatever other term shall apply), and (ii) for marketing and advertising purposes, which is provided without any extra charge, unless otherwise agreed between the Parties.
   • The Partner shall promptly and fully notice Omnicomm of any actual, threatened or suspected infringement of any Intellectual Property in respect of the Product, and of any claim or threatened claim by any third party that the sale of Product in the Territory would infringe the Intellectual Property right of any other person.
6. WARRATIES AND CLAIMS
   • The warranty period of the Product is specified in the relevant documents to the Product.
   • For warranty and claims policy please refer to Omnicomm Warranty Policy and applicable Omnicomm warranty procedure regulations available on the Omnicomm website.  
7. COMPLIANCE AND DOCUMENTATION
   • As a request for agreement conclusion between Parties, Partner warrants to comply with Omnicomm’s policies and regulations published on the website and/or provided by Omnicomm to the Partner in the manner agreed between the Parties.
   • Partner undertakes to provide Omnicomm with the necessary documents for compliance purposes, including but not limited to an extract from the enterprise registration certificate, documents from the tax authority, and other registration documents confirming its legal status and authority to enter into the agreement.
   • Upon the first request of the other Party, each Party shall provide additional documents, including but not limited to certificates of tax residency, information on beneficial owners, and other documents required for compliance with applicable laws and regulations.
   • The Partner agrees to promptly provide any documents required by banks or regulatory authorities for compliance purposes and in connection with the “Know Your Customer” (KYC) procedure.
   • The Partner confirms that the Products are only acquired for sales, marketing, advertising and other activities within the Territory.
8. VIOLATION AND LIABILITY
   • If there is a breach of agreement between Parties where a party fails to perform any of its obligations under this T&C or Invoice, including defective, partial or late performance, the aggrieved Party shall request the other party, by sending a notice, to rectify the violation within ten (10) days. During or after this period, the aggrieved Party may withhold performance of its own reciprocal obligations and may claim damages or may declare the Invoice avoided.
   • In case of late payment for the Product Omnicomm is entitled to demand an interest of 0.1 % on the overdue amount for each day of delay in payment. In addition, Omnicomm is entitled to deny further supply of Product from other Invoice and postpone the Invoice that is executing until the payment obligation is fulfilled.
   • Any breach of T&C or Invoice gives the aggrieved Party a right to claim for reimbursement of damages either exclusively or in conjunction with any other remedies except where the breach is due to the force majeure. The damages for a breach by one Party shall include all direct damages which were suffered by the other party in connection to the violation.
   • Omnicomm reserves the right to deny further sales supplies and any other commercial operations with the Partner in case of violation of the terms of the relevant Invoice and/or of these T&C.
9. FORCE MAJEURE
   • “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the agreement or to have avoided or overcome it or its consequences.
   • If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
   • If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of 90 (ninety) days, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure
10. DISPUTE AND GOVERNING LAW
    • Unless otherwise agreed between the Parties in a separate agreement, The sales under the relevant Invoice are governed by and construed in accordance with the laws of the relevant country where sale is conducted (when the relevant Omnicomm legal entity (Seller, Supplier) and the Partner are registered and domiciled within the same country). Should there be an international sale (when the Partner is registered in the country different from the country of the Seller / Omnicomm legal entity), then the following law shall apply to the relationships:

• For sales by OÜ OMNICOMM, ARTIFLEET GLOBAL ELECTRONIC APPLIANCES TRADING LLC: Estonian Law
• OMNICOMM SOLUTIONS VIETNAM LLC, OMNICOMM FUEL MONITORING TECHNOLOGIES (INDIA), OMNICOMM BRASIL DESENVOLVIMENTO DE SOFTWARES E HARDWARES LTD, other legal entities: Vietnamese law.
  • Any dispute arising out of or in connection with the performance of this T&C and Invoice shall be resolved by negotiation and mediation at a mediation center legally established and operating in Vietnam. In case the Parties fail to negotiate or mediate, the dispute will be resolved by arbitration at the Vietnam International Arbitration Center (VIAC) under the Vietnam Chamber of Commerce and Industry in accordance with the Center’s Rules of Arbitration. The Parties undertake to comply with any arbitral award or order rendered by the arbitrator and such arbitral award or order shall be final and binding on the Parties. The number of arbitrators shall be one. The place of arbitration shall be Ho Chi Minh City, Vietnam. The language of arbitration shall be English. The arbitral award shall be final for the Parties.

11. MICELLANEOUS
    • Neither Party may transfer or otherwise assign its rights and obligations under the Invoice, whether in whole or in part, without the prior written consent of the other Party.
    • Omnicomm reserves the right to change or amend this T&C at any time and such changes or amendments will be immediately effective upon posting to this website. The Partner agrees to frequently follow updates on this site and there is no liability to Omnicomm for failure of Partner to follow the up to date version of T&C.
    • The Parties are obliged to inform each other of any changes to their details (address, bank details, email addresses, telephone numbers, etc.) within three (3) business days of such changes. Otherwise, the details specified in the Invoice shall be considered to be correct, and all risks shall be borne by the Party failing to notify of such changes.
    • If any provision of the T&C and/or of a relevant Invoice is found invalid or unenforceable in whole or in part by any court or other competent authority, all other provisions will still be valid and in force.
    • The Parties acknowledge and agree that the T&C does not create any partnership, agency, employment, or other similar relationships between them. Each Party acts as an independent Party and has no authority to assume obligations or act on behalf of the other Party without prior written consent.
    • The Partner warrants Omnicomm the authority of the person placing the orders and the information provided to Omnicomm on the Invoice. Omnicomm shall not be liable for any errors or omissions arising from the information provided by the Partner.