Terms & Conditions
TERMS & CONDITIONS OF SALE
BUYER’S OFFER RESULTING FROM WISE INC., QUOTATION IS EXPRESSLY CONDITIONED UPON BUYER’S ASSENT TO WISE INC.’S STANDARD TERMS AND CONDITIONS OF SALE PRINTED BELOW. ALL ORDERS WILL BE SUBJECT TO THESE STANDARD TERMS AND CONDITIONS OF SALE. ANY MODIFICATIONS TO THESE TERMS AND CONDITIONS OF SALE CONTAINED IN ANY OF BUYER’S SUBSEQUENT DOCUMENTATION, ACCEPTANCE, NEGOTIABLE INSTRUMENT, ACKNOWLEDGEMENT, PURCHASE ORDER, OR ANY OTHER MEANS OF CORRESPONDENCE, ARE HEREBY EXPRESSLY REJECTED. ACCEPTANCE BY BUYER OF ANY GOODS or SERVICES DELIVERED BY WISE INC. HEREUNDER OR PAYMENT TO WISE INC. FOR ANY GOODS or SERVICES SHALL BE CONCLUSIVELY DEEMED ASSENT TO THE TERMS AND CONDITIONS OF SALE AS SET FORTH HEREIN. WISE INC.’S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER WILL NOT BE A WAIVER OF THE PROVISIONS HEREOF.
- “Agreement” shall mean a purchase order, supply agreement, quotation, acknowledgements, long term agreements, electronic order, or any other agreement that incorporates or references these Standard Terms and Conditions of Sale.
- “Affiliate” means an entity that (i) is controlled directly or indirectly by; (ii) controls directly or indirectly; or (iii) is under common control with Wise Inc. “Control” for this purpose shall mean having a fifty percent (50%) or greater interest in the issued share capital of the other entity.
- “Buyer” means the legal entity purchasing Goods or Services pursuant to the Agreement and Standard Terms and Conditions of Sale.
- “Confidential Information” shall mean all of Wise Inc.’s proprietary information, whether disclosed in oral, written, or electronic format, which includes but is not limited to, data, financial information, technical information, business strategies, designs, specifications, tests, reports, sample products or materials, manufacturing information, or any other information which Wise Inc. provides to Buyer.
- “Goods or Services” shall mean all goods or services, parts, products, deliverables, items, or services provided by Wise Inc. to Buyer pursuant to the Agreement and Standard Terms and Conditions of Sale.
- “Wise Inc.” means Wise Inc. or Affiliate thereof, and any successor or assignee of Wise Inc.
Prices do not include any taxes, including importation or customs taxes, now or hereafter enacted, applicable to the Goods or Services sold under any applicable Agreement. Taxes will be added by Wise Inc. to the sales price where Wise Inc. invoices the same to comply with law, and will be paid by Buyer.
2) Prices, Releases and Set-off
Prices apply only if the services rendered / products ordered hereunder is released for delivery within 2 months (or longer if mutually agreed to in writing) from the date of Wise Inc.’s receipt of Buyer’s order. Otherwise, Wise Inc.’s standard price in effect at time of release shall apply to all services and Buyer shall pay the difference in price, if any. Under this provision, Wise Inc. reserves the right, without liability and in addition to other remedies available to it by law, to terminate all or any part of an applicable Agreement. In such event, Buyer is liable for termination charges as set forth in Paragraph 16a. Buyer shall not be entitled to set-off any amount owed by Wise Inc., for any reason, at any time, against any amount payable at any time by Buyer in connection with the applicable Agreement, without the prior express written permission of Wise Inc.
3) Title and Delivery
Title, risk of loss, and damage to Goods or Services shall pass to Buyer upon Wise Inc.’s delivery of the Goods or Services, and any loss or damage thereafter shall not relieve Buyer from any obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for all import duties, taxes and any other expenses incurred or licenses or clearance required at point of entry and destination. Wise Inc. may deliver Goods or Services in installments. Wise Inc. shall not be liable for any loss or expense, whether by way of contract or tort, (consequential or otherwise) incurred by Buyer if Wise Inc. fails to meet the specified estimated delivery schedule because of unavoidable delays in production or any other delays.
Any variation in items shipped over or under the quantities ordered (not to exceed 10%) shall constitute compliance with Buyer’s order and the stated unit price of Goods or Services will continue to apply, subject to the provisions in Paragraph 9.
5) Payment Terms
Terms of payment shall be upon receipt of invoice. Where Wise Inc. has extended credit to Buyer, Wise Inc. reserves the right to modify the amount of credit or terms of payment, or revoke Buyer’s credit at any time. If the Goods or Services are delivered in installments, Buyer shall pay separately for each installment.
6) Contingencies and Force Majeure
Wise Inc. shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Wise Inc. or Wise Inc.’s suppliers, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot, terrorism, both foreign and domestic, or other act of civil
disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Wise Inc. has exercised ordinary care in the prevention thereof. Wise Inc. may allocate production and deliveries among Wise Inc.’s customers.
8) Legal Compliance
Buyer, at all times, shall comply with all applicable federal, state and local laws and regulations.
Any changes or modifications requested by Buyer, to volume, materials, quality, shipping, delivery, scope of work, specifications, etc., must be expressly agreed to in writing by Wise Inc., and Wise Inc. hereby reserves the right, under its sole discretion, to adjust the price of such Goods or Services as affected by Buyer’s change request.
10) Limited Warranty and Remedies
Services Warranty. Service Provider warrants that the Services provided hereunder will be performed in a professional manner consistent with the quality of Service. Provider’s performance of services for similar types of engagements
Disclaimer: THE WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES CONCERNING THE SERVICES OR THE DELIVERABLES OF MERCHANTABILITY, REASONABLE SKILL AND CARE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WHICH ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT PERMITTED BY THE LAW.
Warranty Period. In order to receive warranty remedies, deficiencies in the Services must be reported to Service Provider in writing within the time period set forth in the SOW, which in no event shall exceed one hundred twenty (120) days from Service Provider’s delivery of the milestone related to the Services warranted. Customer shall not make any additions, deletions or modifications to the Deliverables except as specifically set forth in the Service Provider documentation or as authorized in writing by Service Provider. Unauthorized modifications of the Deliverables shall cause immediate termination of any applicable warranty as established above. Customer’s sole remedy shall be to have the deficiencies remedied as set forth in the SOW or to receive a refund of the pro-rata amount of the fees allocable to such Services, at Service Provider’s option.
Buyer agrees to indemnify and hold Wise Inc., its agents, contractors, consultants, employees, officers, directors, and its insurers harmless from all claims, losses, suits, judgments, awards , costs or expenses whether arising in tort or contract, including Attorney’s fees, expenses and costs, arising out of the (i) application of Goods or Services to Buyer’s designs and/or products, or Wise Inc.’s assistance in the application of Goods or Services, (ii) negligent acts or omissions of Buyer or its employees, or (iii) Buyer’s breach of this Agreement.
12) Limitation of Liability
Notwithstanding anything to the contrary contained in the Agreement or any attachments thereto, Wise Inc.’s total aggregate liability for any and all claims, costs, expenses, penalties, or damages arising under the Agreement, shall in no event exceed the total purchase price of the Goods or Services giving rise to the claim, received by Wise Inc. under the applicable Agreement (the “Limitation of Liability”). For the sake of clarity, any claims arising from or relating to the Warranty, shall be excluded from the Limitation of Liability and shall be subject to the terms and remedies set forth in Section 10 hereof. FURTHERMORE, IN NO EVENT SHALL WISE INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COLLATERAL, EXEMPLARY, INCIDENTAL, LOSS PROFITS, LOSS OF REVENUE, ECONOMIC LOSSES, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, OR OTHERWISE.
13) Acceptance of Goods or Services
Goods or Services shall be deemed accepted by any of the following actions of the Buyer: (1) the absence of a particularized rejection of the Goods or Services rendered after a reasonable opportunity to inspect the Goods or services rendered; (ii) where Buyer does any act inconsistent with Wise Inc.’s ownership of the Goods or Services; (iii) where Buyer has expressly accepted or paid for the Goods or services; or (iv) where Buyer has accepted part of the Goods or Services, the acceptance is an acceptance of all the Goods or Services. In the absence of the foregoing, Goods or Services rendered shall be deemed accepted by Buyer thirty (30) days following delivery of the Goods or services rendered to Buyer.
14) Intellectual Property
14.1 The Client Materials provided to Wise INC in order to carry out our obligations under this agreement are owned by Wise Inc. Client agrees to grant us a license to modify, reproduce, create derivative works from, and otherwise use such Intellectual Property to provide any services or products in connection with this agreement.
14.2 All materials including, but not limited to any computer software (in object code and source code form), script, programming code, data, information or HTML script developed or provided by Wise INC under this agreement, and any trade secrets, know-how, methodologies and processes related to Wise INC’s products or services, shall remain the sole and exclusive property of Wise INC, including, without limitation, all copyrights, trade marks, patents, trade secrets, editable files such as AI, EPS, editable PS, and any other proprietary rights inherent in Wise Inc.’s materials. To the extent, if any, that ownership of the Wise Inc. does not automatically vest in the company by virtue of this agreement or otherwise, the client agrees to hereby transfer and assign to Wise Inc all rights, title and interest which may have been presented in and to Wise Inc.
14.3 Wise Inc will have no liability for any claim of infringement based on the use of a superseded or altered release of Scripts if the infringement would have been avoided by the use of a current or unaltered release of Scripts; the unauthorized modification of Scripts; or the use of Scripts is not permitted.
14.4 The Client acknowledges and agrees that Wise Inc. is the sole and exclusive owner of all Intellectual Property in and relating to the Deliverables and that the client has no rights in or relating to the Deliverables other than are expressly provided for in this agreement.
14.5 Customer IP Rights. Customer shall retain exclusive ownership of the IP Rights to the Licensed Technology to the same extent that Customer has such ownership rights prior to the conduct of Services. In addition, subject to the payment of fees under Section 5 (“Payment Terms”) and the rights of Service Provider under Section 14.6 (“Service Provider IP Rights”),
Wise Inc Standard Terms & Conditions of Sale 14 May 2018 www.wiseinc.ae
Customer shall own the IP Rights to the Deliverables and Service Provider shall assign ownership to Customer of such IP Rights necessary to achieve the same.
14.6 Service Provider IP Rights Service Provider shall retain exclusive ownership of the IP Rights to Service Provider Technology existing prior to providing the Services. In addition, Service Provider shall own the IP Rights to Service Provider Technology developed in the course of providing the Services to the extent that the same is developed independently of Confidential Information provided by Customer to Service Provider.
14.7 The provisions of this clause 14 shall survive the expiry or termination of this agreement Wise Inc. shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any Goods or services directly infringe upon any duly issued United States patent.
15) Confidential Information
Buyer shall not disclose Confidential Information to any third parties unless Buyer receives Wise Inc.’s express written consent to the contrary. Buyer shall use Confidential Information solely for purposes related to the applicable Agreement and for the mutual benefit of the parties. Buyer may only disclose Confidential Information to those employees, directors, or officers of Buyer who have a need to know the Confidential Information for purposes relating to the applicable Agreement. Such employees of Buyer shall be obligated to execute an agreement that requires such person to treat and protect Confidential Information in a manner that is consistent with this provision. Obligations under this provision shall continue until such Confidential Information is publicly known and available through no act or omission of Buyer. Upon termination or expiration of any Agreement subject to these Standard Terms and Conditions of Sale, or upon request of Wise Inc., Buyer shall destroy or return all Confidential Information to Wise Inc.
16) Termination and Cancellation
Wise Inc. may at any time and upon written notice to Buyer, terminate all or part of the Agreement for its convenience, without any liability whatsoever to Wise Inc. Buyer shall be liable for all Goods or services delivered to Buyer prior to the termination of the Agreement.
17) Non-Waiver of Default and Collection Rights
In the event of any default by Buyer, Wise Inc. may invoke any remedy provided by law or by the terms herein stated, and may decline to make further shipments. In the event Wise Inc. resorts to a third party or to litigation in order to collect amounts due Wise Inc., Buyer agrees to pay costs of collection for amount owed to Wise Inc., including, but not limited to, attorney’s fees, court costs, and interest in the amount of 1% per month or 12% per annum or the maximum amount allowed by applicable law, whichever is greater, from the date the amount is due. If any invoice remains unpaid after the date on which it is due to be paid, you agree and undertake to donate to charity an amount equal to AED 1,000 for each calendar day that such amount remains unpaid. Such amount shall be transferred by you to us to be donated on your behalf to such charitable foundations, scientific or medical institutions, or for such other charitable causes as we may select. Such payment shall be made after deducting all actual claims, costs and expenses suffered or incurred by us as a result of your failure to make the relevant payment.
18) Applicable Law and Forum
The validity, performance and construction of these Standard Terms and Conditions of Sale, as well as all applicable Agreements, shall be governed by the laws of DIFC Courts excluding its conflict of laws provision regarding any dispute arising under any Agreement subject to these Standard Terms and Conditions of Sale.
The rights and obligations under these Standard Terms and Conditions of Sale or under any applicable Agreement shall not be assigned or transferred by the Buyer without the prior written consent of Wise Inc. Any assignment or attempted assignment, whether by voluntary act or operation of law, shall be null and void, unless it is approved in writing by Wise Inc.
21) Tools and Dies
All tools and dies, including, without limitation, fixtures, gauges and assembly equipment manufactured or purchased by Wise Inc. under any applicable Agreement will be Wise Inc.’s property unless otherwise agreed to in writing by Wise Inc. Any tools or dies funded by Buyer and held by Wise Inc. are Buyer’s property and shall be held at Buyer’s sole risk and expense. Wise Inc. shall not be liable for loss, damage, maintenance, repair or replacement, regardless of cause. If Buyer desires to withdraw such tools and dies from Wise Inc.’s plant, and if Wise Inc. consents to Buyer’s withdrawal, Buyer will compensate Wise Inc. for any cost owed or incurred with respect to such items, including, without limitation, design and development costs.
22) Severability of Terms
A finding that any phrase, clause or provision of these Standard Terms and Conditions of Sale or any applicable Agreement is invalid or unenforceable in any jurisdiction will not affect the validity or enforceability of any other phrase, clause or provision of these Standard Terms and Conditions of Sale.
23) Release of Information
Buyer shall in no event, without the prior written consent of Wise Inc., publicly announce or otherwise disclose the existence of any Agreement or any relationship between Buyer and Wise Inc., or release any publicity regarding the same. This provision shall survive the expiration, termination or cancellation of any applicable Agreement.
NO ADDITION TO, OR MODIFICATION OF ANY PROVISION HEREIN SHALL BE BINDING UPON WISE INC. UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF WISE INC. LOCATED AT WISE INC.’S APPROPRIATE ORDER ENTRY LOCATION.
25) Order of Precedence
If there are any inconsistencies or conflicts between the Standard Terms and Conditions of Sale and the terms on any applicable Agreement, precedence shall be given to the Standard Terms and Conditions of Sale unless the parties agree in writing to the contrary.
Any failure of Wise Inc. to enforce at any time, or for any period of time, any of the provisions set forth herein, shall not constitute a waiver of such provisions or in any way affect the validity
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