Terms and Conditions – Hardware

Galaxy 1 Satellite Hardware Terms and Conditions applicable to L / S-Band Services of: Inmarsat, Iridium, Thuraya and EchoStar

Definitions:

Galaxy 1:  The Company with whom the order has been placed.

Customer: The party or parties contracting to purchase goods and/or services from Galaxy 1.

Hardware: includes all products of whatever type which Galaxy 1 has agreed to supply either directly or through its authorised agent.

1. GENERAL: No terms or conditions (whether contained in the Customer’s Official Purchase Order or otherwise) shall be binding on Galaxy 1 other than those set out herein, unless expressly agreed otherwise by Galaxy 1 in writing. Galaxy 1 reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on use or delivery of the hardware. Such modifications and additional terms and conditions will be effective immediately.

2. PRICES: Prices quoted are net ex works (in accordance with INCOTERMS 2010). Carriage, insurance, custom charges and other costs (if any) will be charged as extra. Prices quoted apply only to the quantities or particular services specified in the quotation. If between the date of the quotation and delivery the cost of the whole or any part of the goods or services is increased by reason of any rates, duties or taxes payable by Galaxy 1 or for any other reason whatsoever beyond the control of Galaxy 1, Galaxy 1 may increase the price charged to the Customer by the amount of the aggregate increase in cost.

3. TERMS AND PAYMENT: Purchase of goods requires 50% advance payment with 30 net days for remaining 50% of the purchase price, unless otherwise agreed upon.  Should the customer fail to pay in full within that period Galaxy 1 shall be entitled to suspend work and/or delivery of any goods to the Customer, and/or to remove goods previously delivered in respect of which full payment has not been made to Galaxy 1. Such action shall not prejudice any other remedy that Galaxy 1 may have. Galaxy 1 reserves the right to refuse any disputes to invoices which are notified after the due date of payment. 

4. INTEREST: In the event that payment is not made within 30 days of invoice date, the Customer shall become liable to pay Galaxy 1 interest on the outstanding balance at 12% per annum, this will be calculated on a daily basis as required until all outstanding amounts, including interest charges, are paid.

 5. DELIVERY: Any quoted delivery date or period shall refer to delivery ex works. Any quoted delivery period shall commence from the date of Galaxy 1’s Acknowledgement of Order or from receipt of all specified contractual information required by Galaxy 1, whichever is the later. While Galaxy 1 shall endeavour to deliver within any specified delivery period or by any specified delivery date, Galaxy 1 shall incur no liability whatsoever if delivery is delayed beyond such date or period for any reason. Galaxy 1 will invoice the customer once the hardware is in transit to the customer.

6. STORAGE:  Where, at the request of the Customer, delivery of goods is delayed those goods may be stored by Galaxy 1 at their discretion from the date on which delivery would otherwise have been made and an appropriate storage fee will be charged. Such delay will not relieve the Customer of the obligation to make payment for the goods in accordance with Clause 5 above and Galaxy 1 accepts no liability in respect of such goods after the date on which they would otherwise have been delivered, from which time the goods will be held entirely at the Customer’s risk. 

7. CHANGES : If changes are made in the design of the goods after the receipt of any order for goods and before the date of delivery Galaxy 1 may alter the specification of the goods accordingly, provided that no price variation is made without the Customer’s consent and delivery is not unreasonably delayed. 

8. CANCELLATION AND RETURN POLICY: No cancellation or variation by a Customer of an order or return of a delivery shall be valid unless agreed by Galaxy 1 in writing. Such agreement shall be entirely at Galaxy 1’s discretion and will only be given on terms which compensate Galaxy 1 for all costs including a restocking fee of equipment in the amount of fifteen percent (15%) of the purchase price.

9. PROPERTY AND RISK: Risk in the Goods shall pass to the Buyer in delivery. Ownership of the Goods shall not pass to the Buyer until the Company has received in full, in cleared funds, the Purchase Price and all other sums pursuant due to the Company. 

10. FORCE MAJEURE:  Without prejudice to any other provision of this agreement Galaxy 1 shall not be liable for any delay in or failure to perform any of its obligations hereunder if the delay or failure is due to causes beyond Galaxy 1’s control. 

11. WARRANTY : Galaxy 1 stands by the manufacturers warranty that goods sold hereunder will be free from defects at the time of dispatch in materials and workmanship. Unless specifically agreed in writing in Galaxy 1’s quotation, Galaxy 1’s entire liability under this warranty shall be limited to replacing or repairing at its sole discretion any defective part within 12 months of delivery or the original manufacturers standard warranty whichever is the sooner. Claims in respect of such items must be made in writing indicating the serial number of the equipment concerned. 

Transportation ( including but not limited to duties and fees) of defective goods to Galaxy 1 must be freight prepaid by the Customer to Galaxy 1’s address. Such goods will be returned freight prepaid by Galaxy 1 , Incoterm CPT or DAP (“cost paid to”, or “delivery at place” less taxes duties or other fees)  to the Customer original delivery location or cost equivalent. At the Customer’s option Galaxy 1 will arrange for qualified personnel to visit the installation in which circumstances the Customer will pay all transportation charges for the technician and his equipment, accommodation, living expenses and normal charges for the technician’s time. 

12. DAMAGE IN TRANSIT: Claims for damages on delivery should be logged within 48 hours of receipt.  

13. EXCLUSIONS: Except as expressly stated above all other warranties conditions promise or representations of any nature are hereby excluded. In particular, Galaxy 1 excludes all liability arising in contract or otherwise for any loss damage expense or injury of any kind howsoever arising out of or in connection with the goods and/or services supplied. 

14. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS: Galaxy 1 have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. The Customer will be subject to the policies and terms and conditions in force at the time of order, unless any change to those polices or these terms and conditions is required to be made by law or governmental authority, or if Galaxy 1 notify the Customer of the change to those policies or these terms and conditions before the Order Confirmation is sent. 

15. LAW AND JURISDICTION: In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to such party including the customs and export control laws and regulations of the country where the order was placed as well as the country in which the goods or services are delivered or performed. Customer agrees to abide by international treaties in the delivery, use and operation of any and all equipment purchased and will not be used for illegal purposes and  to the maximum extent permitted by law, excludes any liability arising from the use of any equipment.

16. LICENSING: Customer acknowledges that it is the responsibility of the customer to operate any equipment as it was intended and that any licensing above and beyond that of Canada, United States, European Union and the United Kingdom is the sole responsibility of the customer.  In addition, local applicable laws and regulations as to the use of equipment may apply and it is the user’s responsibility to identify and comply with these laws.The contract and all disputes relating to it shall be governed and construed in all respects according to the country where the order was placed.