Business Terms and Conditions
Tropic Square - Terms and Conditions of Sale 1.0
Last updated: 1 July 2024
The following terms and conditions of sale govern all the sales of products and services by Tropic Square, unless explicitly stated otherwise in a written agreement duly signed by Tropic Square.
The sale of products and services by Tropic Square are subject to these terms and conditions regardless of other terms or conditions in any of your purchase orders, documents, or other communication. We object to such other terms. Any agreement between Tropic Square and you may only be modified in writing signed by authorized representatives of both Tropic Square and you, as the customer.
By concluding an agreement with Tropic Square, you also agree to comply with any applicable laws, regulations and requirements.
We may occasionally change or amend these terms and conditions. The date of the update will always be listed at the top. Your agreement with Tropic Square will always be governed by the terms and conditions applicable as of the date of delivery of any particular purchase order.
1. DEFINITIONS
1.1. “We” or “Tropic Square” means the commercial company Tropic Square s.r.o., Id. No. 090 54 014, with its registered office at Kundratka 2359/17a, Libeň, 180 00 Prague 8, Czech Republic, registered by the Municipal Court in Prague, Section C, Insert 329953.
1.2. “You” or “Customer” means anyone who purchases a product or a service from Tropic Square.
1.3. “Party” means either Tropic Square or You.
1.4. “Parties” means collectively Tropic Square and You.
1.5. “Product” means any product or service offered by Tropic Square for sale.
1.6. “Quote” means a written offer provided by Tropic Square to You detailing mainly the prices, quantities and descriptions of theProducts proposed for sale.
1.7. “Order” or “Purchase Order” means a formal written request issued by You to Tropic Square to purchase Products from Tropic Square at the prices specified in the Quote and subject to these Terms and any additional terms specified in the Quote.
1.8. “Confirmation” means a formal written acknowledgement issued by Tropic Square to You that Your Order has been received and
accepted, thereby concluding the binding Agreement between the Parties.
1.9. “Agreement” means the legally binding agreement between You and Tropic Square based on these Terms, the Quote, the Order and the Confirmation.
1.10. “Additional Fees” means taxes, freights, duties, tariffs or any other charges or fees for additional services and expenses, including but not limited to inventory financing charges, increased freight charges, increased operating expenses, and costs incurred in holding customer inventory more than 30 days beyond the scheduled delivery date.
1.11. “Software” means the machine readable (object code) version of computer programs.
1.12. “Data Sheet” means a document containing detailed technical information about a Product, including specifications, features, performance metrics, and usage guidelines. The Data Sheet serves as the authoritative and binding source of information about a Product.
1.13. “Export Laws” means export control regulations of the United States, the European Union, Japan, and/or other countries, excluding boycott laws.
1.14. “Website” means the https://tropicsquare.com/ website and any subdomains hereof.
1.15. “Terms” means these Tropic Square Terms and Conditions of Sale.
1.16. Any capitalized terms used herein shall have the meaning given to them in the “Definitions” section unless explicitly stated otherwise.
1.17. The section headings in these Terms are for your convenience only and shall not govern the meaning or interpretation of any terms and clauses herein.
2. ORDERS
2.1. Unless explicitly stated otherwise in the Quote, the Quote is subject to change at any time without notice and shall expire 30 days from the date of issuance.
2.2. All Orders are subject to acceptance by Tropic Square via a Confirmation. The Agreement between You and Tropic Square is concluded upon the issuance of the Confirmation and is subject to these Terms.
2.3. All Orders are non-cancelable, non-returnable and non-reschedulable, unless the Parties agree otherwise in writing. You may not
change, cancel, or reschedule Orders without Our prior written consent. We reserve the right to allocate the sale of Products among Our customers.
3. PRICES AND PAYMENT
3.1. Unless explicitly stated otherwise in the Quote, all prices indicated in the Quote are for Products only and do not include any Additional Fees. Unless explicitly stated otherwise in the Quote, You are solely responsible for any and all Additional Fees.
3.2. Prices are subject to change due to a supplier’s price increase, change in currency exchange rates or quoting errors.
3.3. The price of Products shipped on or after the effective date of any price increase shall be at the price in effect at the time of shipment.
3.4. Payments are due as stated on the invoice. You shall not be allowed to offset any claim, deduct or withhold any taxes or any other charges.
3.5. In case the invoice is not paid by the due date, We reserve the right to charge interest from the payment due date to the date of payment at 0,05 % per day or the maximum amount allowed by the applicable law. We also reserve the right to charge reasonable attorneys’ fees and collection costs, with a minimum of 40 EUR for sales in the European Union as required by the applicable law.
3.6. We may, at any time and at our sole discretion, change the terms of Your credit.
3.7. We may, at our sole discretion, apply Your Payments to any of Your accounts.
3.8. We reserve the right to: (i) modify any payment terms prior to shipment; (ii) require payment in advance; or (iii) delay, reschedule or cancel any shipment or Order for any reason (including Your creditworthiness).
3.9. In case You default on any payment, we may, at our sole discretion, declare all outstanding invoices due and payable
immediately.
3.10. Unless otherwise provided by applicable law, Your credits provided by Tropic Square will expire if unused within twelve (12) months.
4. DELIVERY
4.1.Unless explicitly stated otherwise in the Quote, all Our deliveries are FCA Tropic Square's company factory (INCOTERMS 2020), whereas the shipping costs and risk of loss from the FCA point are the responsibility of the Customer. Unless explicitly stated otherwise in the Quote, the Customer shall be responsible for all taxes and all handling or other charges including, but not limited to, insurance fees, brokerage fees, transportation or special packaging fees. Any tax or other charge which Tropic Square is liable to collect on behalf of any governmental authority as a result of the sale, use or delivery of the Products, including, but not limited to, duties, value added and withholding taxes shall be the responsibility of the Customer and, if paid by Tropic Square, shall be charged to the Customer as a separate item on the invoice, to the extent possible.
4.2. All Our delivery dates are estimates only and are subject to the timely receipt of supplies and materials.
4.3.We shall not be responsible and/or liable for any costs, losses or damages arising out of or related to: (i) any failure to deliver Products within the time prescribed therefor; (ii) delay in delivery; (iii) partial delivery; or (iv) early delivery.
4.4.You shall always accept the delivery of Products notwithstanding any delayed, partial or early delivery.
4.5.You may not cancel any other Orders based on a delayed, partial or early delivery of an Order.
5. TITLE
5.1.Title shall pass to You upon Your payment in full for the Products, as a form of payment security.
5.2.In case of an onwards sale, You assign all rights in the related receivables to Tropic Square until the payment is made in full. Once the Products are processed or combined with other items (“Processed Product”), Our retained title transfers to a share in the title in the Processed Products reflecting the value of the Products relative to the value of the Processed Products. This section does not apply to sales of Software (as defined below) and services.
6. SOFTWARE
6.1. Unless explicitly stated otherwise in the Quote, and with the exception stipulated in the section below, Your use of Software and any related documentation shall be governed by the license agreement applicable to the Software.
6.2. Software embedded in or bundled with hardware must be used solely with the hardware for which it was intended and may not be transferred separately. We therefore grant to You a non-exclusive, non-sublicensable, non-transferable license to use such Software solely with the Products.
7. WARRANTY
7.1. Subject to the terms hereof, We warrant that at the time of delivery, the Products will substantially conform to the specifications stated by Tropic Square in the published Data Sheet for the Products for a period of 12 months from the date of delivery of the Products.
7.2. The warranty specified above shall not apply:
7.2.1. if the Products have been damaged by neglect or for reasons not attributable to Us; or
7.2.2. if You fail to notify Us of a particular defect without undue delay after discovery.
7.3. You shall file any warranty claim within 12 months from the date of delivery of the Products.
7.4. Your exclusive remedies for a breach of Tropic Square’s warranty are, at Tropic Square’s choice: (i) repair of the Products; (ii) replacement of the Products; (iii) re-performance of the value-added work; or (iv) refund of Your purchase price for the Products.
7.5. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR TERMS EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO (I) EPIDEMIC FAILURE; (II) MERCHANTABLE AND/OR SATISFACTORY QUALITY, (III) FITNESS FOR A PARTICULAR PURPOSE OR USAGE OR (IV) NON-INFRINGEMENT).
7.6. We make no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the applicable Software’s license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY. WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNLESS WARRANTED AS DESCRIBED IN THIS SECTION, PRODUCTS ARE PROVIDED “AS IS”. WITH RESPECT TO THE SOFTWARE, WE SHALL HAVE NO DIRECT OR INDIRECT LIABILITY NOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.
7.7. In addition, You acknowledge and agree that You are solely responsible for all regulatory, safety and security related requirements concerning Your own products and any use of Our Products in Your products and related applications.
7.8. Our warranties set forth herein shall not be enlarged, diminished, or otherwise affected by, nor shall any obligation or liability of Tropic Square arise out of, Our rendering of technical advice or service in connection with any supplied Products.
8. PRODUCT RETURN
8.1. You may return Products to Tropic Square only with a return material authorization (“RMA”) number issued by Tropic Square.
8.2. An RMA shall be issued by Tropic Square subject to the following conditions:
8.2.1. We receive from You a written notice of any damage to outer packaging, damage to the Products, shortage of the Products or other discrepancy caused solely by Tropic Square, provided that the damage, shortage, or other discrepancy was not caused by You, a carrier, a freight provider or any other third party, within 3 business days after the receipt of the shipment; otherwise, You shall be deemed to have accepted the Products;
8.2.2. We receive from You a written notice stating the specific defect of a Product caused solely by Tropic Square, provided that the defect was not caused by You, a carrier, a freight provider or any other third party, within the warranty period;
8.2.3. You must return the Products to Tropic Square in compliance with the instructions provided to You by Tropic Square in the RMA or otherwise in writing; and
8.2.4. Our assessment of the returned Products confirms eligibility for return under this Section 8.
8.3. When returning the Products, You shall be responsible for all shipment, insurance and other similar costs connected with the return of the Products to Us.
8.4. We may return Products not eligible for return under this Section 8 to You on a freight collect basis or hold such Products for Your
collection and account at Your expense.
9. LIMITATION OF LIABILITY
9.1. In any action under or relating to the Agreement and/or these Terms, whether based in contract, warranty, tort (including negligence) or any other legal theory, Tropic Square shall not be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers even if Tropic Square has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy in the Agreement and/or these Terms.
9.2. In no event shall Our liability arising out of or in connection with the Agreement and/or these Terms exceed the total amount paid to Tropic Square for the specific Products at issue in the last 12 months. To the extent Tropic Square cannot lawfully disclaim any implied or statutory warranties, Your statutory warranty rights are not affected by this limitation of liability.
9.3. You shall indemnify Tropic Square, its officers, employees, agents or affiliates, against any claims arising directly or indirectly from any use of the Products and/or the Software that is in violation of the Agreement. You shall indemnify Tropic Square, its officers, employees, agents or affiliates against all claims arising directly or indirectly from: (i) Your incorporation of the Products in any application or system where failure could lead to death or personal injury and, (ii) Your unauthorized collection, storage,
processing, or use of personal data, or Your other misappropriation or mishandling of personal data in a manner which is inconsistent with applicable data protection laws.
10. FORCE MAJEURE
10.1. Tropic Square will not be in breach of the Agreement and/or these Terms and will not be liable for failure to fulfill its obligations under the Agreement and/or these Terms, if any such failure or delay is due to or arising out of any legal theory of force majeure, an act of nature, act or omission of the Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labor, energy, fuel, materials or Products,
strike, labor action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labor, materials or Products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
11. USE OF PRODUCTS
11.1. You shall comply with our Product specifications described mainly, but not exclusively, in the Data Sheet. The Products are not authorized for use in life support systems, human implantation, nuclear facilities, aircraft navigation, aircraft communication, aircraft air traffic control systems or any other application where Product failure that could be reasonably foreseen to lead to serious injury, loss of life or property damage. If You use or sell the Products for use in such applications or fails to comply with
the Product specifications, You acknowledge that such use, sale, or non-compliance is at Your sole risk.
11.2. You shall indemnify, defend and hold Tropic Square harmless from any claims resulting from or arising out of: (i) Our compliance with Your designs, specifications, or instructions; (ii) modification of any Product by a party other than Tropic Square; (iii) use of Products in combination with other products; (iv) use of Products not authorized as described above; or (v) use of Products and related technology in chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
12. EXPORT CONTROL
12.1. The Products and related technology may be subject to Export Laws. You shall comply with all applicable laws and regulations, mainly with the Export Laws, and obtain any license, permit or other approval required to transfer, export, re-export or import the Products.
12.2. You acknowledge that related technology consists of “Technical Data” and “Technical Assistance”. Technical Data may be in the form of blueprints, plans, diagrams, models, tables, engineering, design and specifications, manuals and instructions written or recorded on media or devices such as disk, tape, or read-only memories. Technical Assistance may be in the form of instructions,
skills training, working knowledge, or consulting services.
12.3. You shall not directly or indirectly export, re-export or transfer (or cause to be exported, re-exported, or transferred) any Products and/or related technology to any country, jurisdiction, individual, corporation, organization, or entity to which such export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes administered by the United States Government, the European Union, Japan or by any other applicable government authority.
13. ELECTRONIC ORDERS
13.1. If any part of the purchase and sale of Products, including your Non-cancelable - Non-Returnable acknowledgment or demand forecast, uses electronic data interchange, Your internal portal, third party portal or any other electronic means ("Electronic Purchase Order"), these Terms will continue to apply to the purchase and sale of Products between You and Tropic Square.
13.2. Your acceptance of Our acknowledgment request or Our specification of details with respect to Electronic Purchase Orders via
writing, email or other electronic data interchange is binding on You.
14. ENVIRONMENTAL COMPLIANCE
14.1. Where applicable, You are solely responsible for all obligations and liabilities under the European Union’s: (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU); (ii) Packaging Waste Directive (94/62/EC); and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.
15. GOVERNMENT CONTRACTS
15.1. Tropic Square is a supplier of "Commercial products" and “Commercial services” as defined in Federal Acquisition Regulation (“FAR”) 2.101 and does not intend to sell Products that fail to meet the former definitions. Accordingly, Tropic Square agrees only to the clauses in the FAR and agency FAR supplements (as applicable based on the U.S. Government customer) that are explicitly required to be inserted in subcontracts as set forth in FAR 52.244-6(c)(1) Subcontracts for Commercial Products and
Services or an agency FAR supplement. In accordance with FAR 12.211, the Customer will receive only those rights in technical data customarily provided to the public. By no means will this be interpreted as providing to the Customer unlimited rights in data, software, or intellectual property rights. Tropic Square specifically rejects the flow down of the requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR 52.225-1 or DFARS 252.225-7001. Tropic Square cannot comply with any Preference for Domestic Specialty Metals regulation unless there is an applicable exception.
16. PREVAILING LANGUAGE
16.1. These Terms are drawn up in the English language and may be translated to other languages. Any translations of these Terms found on the Website are strictly for informational purposes. In the event of any inconsistency between this official English version and any other language translations, this English version shall take precedence.
17. MISCELLANEOUS
17.1. The Agreement and these Terms shall be governed, construed and enforced in accordance with the laws of Ireland without reference to the conflicts of laws principles. The courts of Ireland shall have jurisdiction and venue over all controversies arising out of, or relating to, the Agreement and/or these Terms.
17.2. Each Party consents to the exercise by the courts of Ireland of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.
17.3. You agree to notify Us of any disputes arising out of or in connection with the Agreement and/or these Terms without undue delay. You furthermore undertake to attempt out-of-court resolution of any disputes before You bring your claims to the above-mentioned courts.
17.4. Each Party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with the Agreement and/or these Terms.
17.5. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
17.6. You may not assign the Agreement or any rights or obligations under the Agreement without our prior written consent. Our affiliates may perform Our obligations under the Agreement.
17.7. If any provision of the Agreement and/or these Terms is held to be unenforceable by a court of competent jurisdiction, the Parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law. The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions.
17.8. Products, including Software or other intellectual property, may be subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and You shall comply with such rights.
17.9. You shall comply with all applicable laws, rules, and regulations, including, but not limited to anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and local implementation legislation of the OECD Anti-bribery Convention.
17.10. You shall collect, process, store, and transfer all personal data provided by Tropic Square under the Agreement in strict accordance with applicable laws including, but not limited to, the General Data Protection Regulation, the European Union Regulation (EU) 2016/679 and the California Privacy Rights Act of 2020 and related regulations (“CPRA”). You shall use and store personal data solely for the purpose of facilitating communication and collaboration and for purchasing Products from Tropic Square under the Agreement and for no other purposes. You shall implement and maintain security procedures and practices appropriate to the nature of the personal data You collect, process, store, or transfer consistent with industry best practices. If personal data of EU residents is being transferred to countries outside the EU / EEA, You shall ensure by appropriate means that such personal data continues to be handled and processed in accordance with the data protection principles of purpose limitation and necessity, data accuracy, data quality and proportionality, data security and confidentiality. Rights of data subjects (access, rectification, deletion, and objection) must be ensured. In addition, You shall reasonably assist Tropic Square to promptly comply with inquiries it receives under applicable data protection laws. In the event You discover or are notified of a data breach involving personal data provided by Tropic Square, You shall notify Us of the data breach as soon as practicable, but no later than twenty-four (24) hours after You become aware of the data breach. You shall take all actions necessary to contain the data breach and provide Tropic Square with all reasonably necessary information on the data breach and remedial actions. As required by the GDPR and the CPRA, You certify Your understanding of the obligations and restrictions in this section and Your compliance with
such obligations and restrictions.
17.11. The Parties agree that electronic signatures may be used for all purposes under the Agreement and/or these Terms and shall be
legally valid, effective, and enforceable for all purposes under the Agreement and/or these Terms.
17.12. You agree that any communication relating to the Agreement may be addressed to You electronically via email. If You provide Us with an email address that is incorrect or inaccessible to You, we shall assume no liability for Your failure to receive any communications addressed to You via such email address.
17.13. Product information (e.g., statements or advice (technical or otherwise), advertisement content, and information related to a Product's specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Tropic Square on an "AS IS" basis and does not form a part of the properties of the Product. Tropic Square makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS,
WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Tropic Square recommends You validate any Product information before using or acting on such information. All Product information is subject to change without notice. Tropic Square is not responsible for typographical or other errors or omissions in the Product information. Tropic Square employees, representatives and/or agents have no authority to make any representations regarding Products other than those specified in the Agreement or the Data Sheet. Tropic Square shall have no liability for any representation or information that is not a part of the Agreement.
17.14. The Agreement may only be amended by written amendments signed by both Parties in the same or more strict manner as the original Agreement.