REFERENCE TO THE MASTER AGREEMENT
This Annex forms part of the Vitum Technologies, S.L. Master Agreement and applies only when incorporated by an Order. Terms defined in the Master Agreement have the same meaning here. In case of conflict, the Master Agreement’s order of precedence applies.
Clause 1. Object and mode
Vitum supplies Devices by sale or rental, as stated in the Order/pro forma. Unless otherwise stated, supply is by sale.
Clause 2. Orders, prices and delivery
Prices in EUR plus VAT, excluding duties and carriage unless agreed. Delivery is per the Incoterm stated in the Order; absent a statement, FCA Vitum warehouse.
Delivery dates are indicative and not of the essence; Vitum will use reasonable efforts to meet them, and a non-attributable delay shall not trigger penalty or automatic termination.
Clause 3. Title and risk transfer
In a sale, risk passes on delivery per the Incoterm; title passes upon full payment (retention of title). In a rental, title remains with Vitum.
Clause 4. Inspection and acceptance
The Customer shall inspect the Devices and report apparent defects or shortages within 10 days of receipt; failing which, they are deemed accepted.
Clause 5. Commercial warranty
Vitum warrants the Devices free from manufacturing defects for 24 months from delivery (or the manufacturer’s term, if shorter), repairing or replacing defective Devices at its option.
Clause 6. Warranty exclusions
Excluded are damages arising from the use environment and misuse, in particular:
- Impacts, knocks and handling with forklifts or other means.
- Pressure washing and exposure to aggressive chemicals.
- Normal battery depletion, consumables and wear.
- Unauthorised installation, opening or repair, or use outside specifications.
Clause 7. Statutory conformity guarantee
In sales to businesses (B2B), the statutory guarantee is limited to the extent permitted by law. In any sale to consumers, the 3-year statutory conformity guarantee under Spanish consumer law applies and cannot be excluded.
Clause 8. Return process (RMA)
Issues are handled via an RMA request to [email protected]. Vitum will indicate the shipping procedure. DOA (dead-on-arrival) Devices are replaced free of charge within warranty.
Clause 9. Third-party hardware
For Devices manufactured by third parties/partners, Vitum will pass through the manufacturer’s warranty where possible and is not liable for faults or malfunctions attributable to such hardware.
Clause 10. Device rental
In a rental, the Customer shall keep the Devices with care, not modify them and return them at the end in good condition (save normal wear). Loss or damage not covered by warranty is charged at replacement value.
Clause 11. Non-payment: suspension, connectivity and return
In case of non-payment, Vitum may suspend associated services and disable the Devices’ connectivity (e.g. SIM cards), with reactivation costs borne by the Customer.
If non-payment affects Devices not yet paid for (retention of title) or on rental, the Customer shall return them undamaged and at its cost upon Vitum’s request.
Clause 12. Technical protection measures
Vitum may include technical measures to protect its intellectual property, including remote disabling or deletion of the Device software on termination. The Customer shall not circumvent such measures.
Clause 13. Exclusion of the Vienna Convention (CISG)
The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) is expressly excluded from Device sales.
Clause 14. End-of-life, WEEE and CE marking
The Devices bear CE marking where applicable. Waste management shall comply with applicable WEEE/RAEE regulation.