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These terms and conditions comprise the general terms and conditions under which Fluke Europe B.V. and its Affiliates outside North and South America supply goods and related warranty services.
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In these terms and conditions:
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“Affiliate” means, in respect of any person, any entity that directly or indirectly through one or more intermediaries Controls or is Controlled by such person or is under direct or indirect common Control with such person.
“Control” means, in respect of an entity, the ability (whether it is legally enforceable or not) to control, whether directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, the composition of the board of directors (or other governing body) of that entity, the voting rights of the majority of voting securities of the entity, or the management of the affairs of that entity.
“Buyer” means the legal or natural person who has raised a purchase order or has otherwise requested the supply of goods from Fluke.
“Fluke” means the Fluke group legal entity which has accepted Buyer’s purchase order or has otherwise agreed to deliver goods to Buyer.
“Fluke Service Centre” means Fluke’s premises or the premises of a third party, which Fluke has authorized to provide warranty services for the Fluke goods.
THESE TERMS CONTROL
These terms and conditions shall govern the supply by Fluke of goods and related warranty services, unless Buyer and Fluke have agreed in writing for other terms and conditions to apply to such supply. Terms or provisions of Buyer's order that are inconsistent with or in addition to these terms and conditions shall not be binding unless accepted in writing by Fluke. Fluke's failure to object to any provision contained in a communication from Buyer shall not be a waiver of these terms and conditions. If any of these terms or conditions are declared by an arbitrator, or court or other body having jurisdiction, to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.
ORDERS
An order shall become binding on Fluke only upon its confirmation by Fluke by way of issuing a written order acknowledgement.
DELIVERY
The delivery term(s) agreed between Buyer and Fluke for the provision of Fluke’s goods shall appear on Fluke’s confirmation of order. Unless otherwise indicated therein, the 2020 edition of the Incoterms issued by the International Chamber of Commerce apply to the delivery term(s) mentioned therein.
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The risk of loss or damage to the goods shall pass to the Buyer at the place where delivery takes place, in accordance with the agreed delivery term(s). Fluke shall retain title to all goods delivered to the Buyer until Fluke has received payment in full of the purchase price of the goods.
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The dates indicated for dispatch to Buyer by Fluke are estimated and not binding; they have to be calculated from the date of Fluke’s written confirmation of the order or, where a letter of credit has been asked for, from the date of the advising bank's advice to Fluke that it has been opened in conformity with Fluke’s requirements. Fluke reserves the right to dispatch the goods in consignments as and when they are ready for dispatch.
COMPLAINTS AND RETURNS
Any complaints of erroneously delivered goods and/or goods apparently damaged when delivered shall be made in writing within fourteen days after receipt of the goods by the Buyer and if return of the goods is agreed upon they shall be forwarded in accordance with Fluke’s instructions and preceded by an advice note, giving the reason for return and the date and number of Fluke’s invoice. All goods returned must be consigned insurance and carriage prepaid and packed in their original packing.
PAYMENT
The payment term agreed between Buyer and Fluke for the provision of Fluke’s goods shall appear on Fluke’s confirmation of order and in the invoice and is subject to the following conditions:
(a) Letter of Credit. Payment shall be made by a confirmed, irrevocable L/C issued in favour of Fluke by a first class bank which has adopted the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce.
(b) Prepayment. Payment must include estimated shipping and transportation charges shown in the quotation. Overpayment of such charges will be refunded.
(c) Open Account. Payment shall be made within the period indicated on the confirmation of order and in the invoice, which if nothing else is indicated therein, shall be counted from the date of issue of the invoice, for 100% of the invoiced amount.
TESTS
Goods manufactured/supplied by Fluke are carefully inspected and, where practicable, submitted to Fluke’s standard tests before dispatch. If special tests or tests in the presence of the Buyer or its representative are required, these must be specified by the Buyer when giving the order and shall, unless otherwise agreed, be made before dispatch; all costs connected with such tests will be charged extra. In the event of any delay on the part of the Buyer in attending such tests after fourteen days' notice that the goods are ready to be tested, the tests will proceed in the Buyer's absence and shall be deemed to have been made in its presence.
INSTALLATION
Unless expressly agreed otherwise, the cost of installation of any goods supplied by Fluke is not included in any quotation.
CANCELLATION
Orders may not be canceled or rescheduled without Fluke's written consent and are subject to cancellation or reschedule charges determined by Fluke.
EXPORT REGULATIONS
The sale of Fluke’s products and technology is subject to compliance with national, E.U. and U.S. export control laws and regulations. Where applicable, orders are contingent upon the grant of export licences or other clearances required by the relevant government Buyer shall not export, re-export or transfer, directly or indirectly, any Fluke products or technology to any country or user to which such export, re-export or transfer is restricted by U.S. or other country law or regulation without first obtaining any required government license, authorization, certification or approval. The use, sale, re-export, delivery or retransfer, directly or indirectly, of Fluke’s products and technology in any activities related to the design, production, use, or stockpiling of chemical, biological or nuclear weapons or missiles is strictly prohibited. Buyer agrees to comply with any end user and/or end use statements given or representations made to Fluke in relation to the supply of goods and/or warranty services by Fluke. Fluke may cancel or suspend confirmed orders without any liability to Buyer in case of Buyer’s (actual or suspected) violation of export control laws or regulations, or if Buyer (including its owners, employees, officers) becomes subject to any US, EU or national export control sanctions. Any Fluke products sold in violation of export control laws or regulations cannot be serviced or supported by Fluke.? Warranty for any such products is therefore void.
EXCUSABLE DELAYS
Fluke shall not be liable for non-delivery or delay in performance when such delay is directly or indirectly caused by, or in any manner arises from, delay or failure to deliver by Fluke's suppliers, fires, floods, epidemics, pandemics, accidents, riots, war, governmental interference, export control sanctions or embargoes, strikes or shortage of labor, or other causes (whether or not similar to those specified) beyond its control or which would require Fluke to incur unreasonable expense to avoid. Delivery shall be deemed suspended so long as such causes delay performance. Fluke agrees to make, and Buyer will accept, deliveries at a reasonable time after remedy of such causes.
DESIGN CHANGES
Fluke and its suppliers reserve the right to change product design or specifications at any time without notice.
SOFTWARE
Software will be delivered subject to the terms and conditions of any end user license agreement provided with or for such software. In cases where software is provided without such end user license agreement, Fluke Corporation grants a perpetual, non-exclusive license to Buyer to use ordered software on a single unit of product. Title to software shall remain with Fluke Corporation or its licensors. This license may be terminated if Buyer discloses the software to others without Fluke Corporation's consent or otherwise violates the terms, conditions and restrictions of this provision. Back-up copies of the software may be made and Buyer may sublicense the software along with the transfer of the said single unit of product. No rights or licenses not expressly granted in this provision shall arise by implication, estoppel or otherwise. Buyer shall not reverse engineer, modify, or make derivative works based upon the software.? The firmware in Fluke hardware products may contain or be provided with open-source software components. The use of such open-source components is subject to the applicable open-source software license terms. Fluke will make these available to Buyer.
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For Fluke products that operate with security keys generated by Fluke, Fluke will deliver the security keys by making them available to Buyer (or Buyer's authorized agent). Thereafter, Fluke shall have no liability for loss, exposure or alteration of the keys and no obligation to make security keys available again.
WARRANTY
Fluke warrants to the Buyer that each Fluke hardware product will be free from defects in material and workmanship under normal use and service. The warranty period is controlled by the documents furnished with each product and begins on the date of shipment of the product by Fluke. Spare parts are warranted for 90 days. This warranty does not apply to fuses, disposable batteries or to any product which, in Fluke's opinion, has been misused, altered, neglected or damaged by accident or abnormal conditions of operation or handling or has been repaired, maintained or otherwise serviced by anyone other than a Fluke Service Centre.
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Warranties relating to Fluke software are set forth in the accompanying end user license agreement. Should a software not be accompanied by an end user license agreement or should the accompanying end user license agreement contain no warranty provisions, the Fluke software is provided “as is”, without any warranty of any kind, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. Fluke also does not warrant that the software will meet the Buyer’s requirements or that the software will be error free, operate without interruption, or that it will be interoperable or compatible with third party systems not otherwise specified by Fluke.
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All third-party equipment, software and services are provided “as is”, without any warranty of any kind, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. ?Fluke will make commercially reasonable efforts to pass through to the Buyer or enforce on Buyer’s behalf any warranties and remedies received from the third-party in relation to such equipment, software or services.
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Fluke's warranty obligation is limited, at Fluke's option, to refund of the purchase price paid by the Buyer to Fluke, free of charge repair, or replacement of a defective product returned within the applicable warranty period and, unless otherwise advised by Fluke, is only available in the country of purchase of the product from Fluke. Fluke reserves the right to invoice Buyer for the costs of importation, re-export, labor and replacement parts when a product purchased in one country is submitted for repair in another country. The European Union will be considered as one country for the purposes of this provision. To the maximum extent allowed by applicable law, any further statutory rights of Buyer (including, but not limited to, a) Buyer arranging for the remedy of the defect at the risk and costs of Fluke; or b) reimbursement for costs and expenses incurred by the Buyer in relation to the detection and remedy of the defects, removal and/or reinstallation of products and/or related labor and transportation costs) are expressly excluded.
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To obtain warranty service, the nearest Fluke Service Center in the country of purchase of the product from Fluke must be contacted. Unless advised by the Fluke Service Center that the product can be collected, the Buyer must ship the product (with a description of the difficulty and reference to the return authorization number, issued by the Fluke Service Center) to the Fluke Service Center, carriage, insurance and all other costs prepaid by the Buyer. Fluke assumes no risk for damage or loss of the product in transit. If Fluke determines that the damage, defect or failure was caused by misuse, alteration, accident or abnormal condition of operation or handling, Fluke will provide an estimate of repair costs and obtain authorization before commencing the work. Following repair or replacement the product will be returned to the Buyer on the same delivery terms as those that applied to the original purchase of the product.
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To the maximum extent allowed by applicable law this warranty is Buyer's sole and exclusive remedy and is in lieu of all other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.
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LIABILITY
To the maximum extent allowed by applicable law: (a) Fluke shall not be liable for any indirect damages or losses, including loss of data, whether arising from breach of warranty or based on contract, tort (including negligence), reliance or any other theory of law; and (b) Fluke’s liability for direct damages or losses, whether arising from breach of warranty or based on contract, tort (including negligence), reliance or any other theory of law shall be limited to the value of the goods delivered pursuant to the Buyer’s order. ?
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ASSIGNMENT
No rights or obligations relating to an order are assignable without Fluke's prior written approval.
LEGAL CONSTRUCTION
These terms and conditions and the contract to which they apply shall be construed in accordance with the laws of the country where Fluke is incorporated.
Rev. 20 May 2022