Terms and Conditions
Terms and Conditions of Sale
We are on a mission to make science and research accessible by making high-quality sensor-logger systems at an affordable price. We genuinely hope that you love our products and services so that we can make a difference! The Terms and Conditions described on this page are our commitments to you, and your rights and responsibilities when using our products and services. We highly encourage you to read them carefully and reach out to us if you have questions.
In the case of CredoWare, CredoSense follows the BSD-3 Clause License protocol.
Interpretation
For the purposes of these Terms and Conditions of Sale:
- CredoSense (the generic name for CredoSense Limited in Bangladesh and CredoSense Inc. in Canada) is the seller/manufacturer/supplier of the products or services.
- Buyer is the person or company that purchases products and/or services from the CredoSense.
- Conditions indicate these Terms and Conditions of Sale which CredoSense might change from time to time.
- Contract is the agreement between CredoSense and the Buyer resulting from the Buyer’s submission of an order for the CredoSense’s products. In the case of Services, an agreement between such parties for the provision of Services by the CredoSense. Such Contract shall be incorporated and be governed by these Conditions.
- Products means goods supplied as agreed to be supplied by the CredoSense to the Buyer under any Contract including, where applicable, any Software.
- Proposal means a proposal document signed by the CredoSense and the Buyer describing Services to be provided to the Buyer, subjected to these Conditions.
- Services means any services which the CredoSense has agreed to provide to the Buyer under any Contract.
Basis of Sale
Conditions described here will take precedence over any Terms and Conditions described elsewhere unless otherwise agreed, such as in a written form.
Quotations
Prices, specifications, and delivery date referenced in CredoSense’s quotations are for information only and shall not be binding on CredoSense until all technical requirements have been agreed and CredoSense has accepted the Buyer’s order. Quotations terminate if the Buyer does not place an order with CredoSense within 30 days.
Orders
By submitting an order to the CredoSense, the Buyer agrees to become bound by these Conditions in their entirety. All orders must be full commitments showing exact prices, quantities, and mutually decided shipping dates.
Prices and Taxes
The CredoSense quoted price/fee to the Buyer shall be the price/fee of the Products/Services. Prices and fees do not include taxes, shipping charges, insurance, and export/import charges/duties, value-added tax, use or excise taxes, applicable to the Products sold and or Services provided under any Contract/Proposal, which taxes and other charges may, in the CredoSense’s discretion, be added by the CredoSense to the sale price and or fees or billed separately and which taxes and other charges shall be paid by the Buyer unless the Buyer provides the CredoSense with necessary tax exemption certificate. Unless otherwise agreed in writing, the Buyer shall be liable to pay the CredoSense’s charges for shipping, packaging, insurance, and export/import clearance.
Risk and Passing of Title
Risk of loss and damage to the Products shall pass to the Buyer on delivery. Any claims for loss, damage, or misdelivery shall be filed with the carrier and notified to CredoSense within three (3) days of the date of delivery. Products shall be deemed finally inspected and accepted within ten (10) days after delivery unless notice of rejection is provided to CredoSense within such a period. Acceptance shall constitute acknowledgment of full performance by the CredoSense of all obligations under the Contract except as stated in the Warranties section.
Security Interest
The Buyer hereby grants to CredoSense a Security Interest in all Products sold to the Buyer as security for the due and punctual performance by Buyer of its payment obligations hereunder. Buyer authorizes the CredoSense to take any actions necessary to evidence and perfect said Security Interest, including, without limitation, the filing of any financing statements, and Buyer agrees to provide CredoSense with all information required to make any such filing.
Terms of Payment
Each shipment of Products (and services) shall be a separate transaction, and the Buyer will be invoiced on delivery. CredoSense shall be entitled to invoice the Buyer, in respect of Services, monthly in advance. The terms of payment shall be net thirty (30) days from the date of the invoice.
Products
CredoSense may modify specifications provided the modifications do not adversely affect the performance of the Products. Besides, CredoSense may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by the government authority, or non-availability of materials from its suppliers.
All descriptions, illustrations, and any other information relating to the Products contained in the CredoSense’s catalogs, price lists, advertising materials, and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of the Buyer. They shall not constitute warranties or representations by the CredoSense, nor shall they form part of any Contract.
Warranties
CredoSense warrants that all Products shall be free from defects in materials and workmanship under regular use for a period of 18 months from delivery to the Buyer, or such other period, if any, as specified in the Product specific warranty typically supplied with the Product. However, CredoSense does not warrant that the operation of Software products will be uninterrupted or error-free or that all program errors will be corrected. The Buyer shall be responsible for determining that the Product is suitable for the Buyer’s use and that such use complies with any applicable law.
CredoSense warrants that it shall perform the Services substantially following the Proposal and with reasonable skill and care, provided that the Buyer notifies CredoSense in writing of any claimed defect in the Product immediately upon discovery. Any such Product at the Buyer’s risk can be returned to CredoSense, with transportation charges prepaid, within 18 months from the date of delivery. Upon examination, CredoSense determines to its satisfaction, after a reasonable period to inspect such Products that such Product is defective in material or workmanship. If the Product is found faulty, CredoSense shall, at its option, repair or replace the Products, ship to the Buyer at Buyer’s expanse.
CredoSense shall have a reasonable time to make such repairs or to replace such Product. Any repair or replacement of Products shall not extend the period of warranty. This warranty is limited to a period of 18 months, or such other period, if any, as specified in the Product specific warranty typically supplied with the Product, without regard to whether any claimed defects were discoverable or latent on delivery.
CredoSense shall not be liable for the breach of the warranty in respect of Products supplied if: a) the defect or failure arises from the Buyer’s fault; b) the defect arises from any drawing, design or specification supplied by the Buyer or from other materials or other property provided by the Buyer or from any parts or items that have not been entirely manufactured by CredoSense; c) the defect arises other than out of manufacture including without limitation, circumstances of accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing; d) the defect arises out of the use of the Products in conjunction with products or materials not reasonably contemplated by the CredoSense; e) the failure or defect results from the Buyer’s unauthorized addition to or modification of, or failure to comply with CredoSense’s written instructions relating to, the Products or Services; and f) the failure or defect arises out of any breach by the Buyer of its obligations to provide information to CredoSense under this Agreement.
The preceding warranties apply only to the Buyer, as the original purchaser, and are Exclusive and in place of all other warranties, terms, and conditions, expressed or implied by Statute, common law or otherwise, to the extent permitted by law.
Liability
Concerning Products, CredoSense’s maximum total liability under or in connection with the products under any Contract shall in no event exceed 100% of the total amount payable by the Buyer in respect of Products under that Contract.
CredoSense shall be under no liability to the Buyer for any loss of profit, loss of income, loss of use, loss of revenue, loss of goodwill, or for any indirect or consequential loss or damage of any kind, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in contract or otherwise.
Any claim arising out of or in connection with a Contract must be initiated against the CredoSense within 18 months of (i) delivery of the Products, or (ii) provision of the Services (as applicable), giving rise to the claim, and CredoSense shall have no liability to the Buyer under or in connection with any claim started after such time.
Also note, CredoSense shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed, or rendered uneconomic by reason of circumstances or events beyond the Supplier’s reasonable control. If due to such conditions or events, CredoSense has insufficient stocks to meet all its commitments, CredoSense may distribute available stocks between its customers at its sole discretion.
Software
CredoSense shall at all times have and retain title and full ownership of all Software, firmware, programming routines, and documentation relating to such Software supplied by CredoSense for use with the Products, and of all copies made by the Buyer (collectively “Software”) and grants the Buyer a non-exclusive and non-transferable license to use such Software solely for use with the Products. Product-specific additional Terms and Conditions are provided as the End-User License Agreement (EULA) for each software product.
In the case of CredoWare, we have made this software open-source following the BSD-3 clause license so that our user can inspect, modify, and enhance the software according to their needs.
Intellectual Property Rights
Any Products or Services purchased from CredoSense does not grant or transfer the Buyer any intellectual property rights in any Products or Services.
Buyer acknowledges and agrees that all patent, copyright, and other intellectual property rights in any work or tangible deliverable item arising from or created, produced or developed by CredoSense under or in the course of provision of any Products or Services, wherever in the world enforceable, including without limitations all right title and interest in and to the Products/Services and all documents, data, drawings, specifications, articles, sketches, drawings, reports, inventions, improvements, modifications, discoveries, tools, scripts, and other items relating to it shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of CredoSense. The Buyer shall acquire no right, title, or interest in or to the same except as expressly stated in these Conditions.
Cancellation, Rescheduling and Termination
Orders for Products/Services accepted by CredoSense may be canceled or rescheduled by the Buyer only with the written consent of CredoSense (which consent CredoSense may withhold for any reason), and the Buyer shall pay CredoSense against the cost of all labor and materials used in connection with the order so canceled or varied and against all loss, damage cost, charges, and expenses suffered or incurred by CredoSense as a result of that cancellation or variation.
Contracts for Services/Products shall commence on the commencement date identified in the relevant Proposal.
Both Buyer and CredoSense may terminate a Contract for Services/Products by giving ninety days (90) written notice to the other party. Either party may terminate a Contract for Services/Products immediately at any time by written notice to the other party if the other party commits a material breach of the Contract for Services/Products which is incapable of remedy or which it fails to remedy within thirty days (30) of receiving written notice requiring it to be remedied.
Upon termination or expiry of any Contract for Services/Products, each party shall, except to the extent permitted or required to exercise of performing its continuing rights, or obligations hereunder, return to the other party all property of the other party then in its possession, custody or control and shall not retain any copies of the same.
Termination of any Contract under these Conditions shall not affect the accrued rights or liabilities of the parties at the date of termination. In the case of CredoWare, we have made this software open-source following the BSD-3 clause license so that our user can inspect, modify, and enhance the software according to their needs.