TERMS AND CONDITIONS

1. APPLICABILITY

Each Purchase Order placed by the Buyer for Goods and/or Services is subject exclusively to these Terms and Conditions, the applicable Purchase Order, and any documents expressly referenced therein. Any acceptance of a Purchase Order, delivery of Goods, or performance of Services by the Supplier shall constitute full and unconditional acceptance of these Terms and Conditions.

2. DEFINITIONS

For the purposes of these Terms and Conditions:

  • “Agreement” means these Terms and Conditions together with the applicable Purchase Order and referenced Specifications.

  • “Buyer” means the purchasing government entity or authorized public institution.

  • “Supplier” means MYTEC247 LIMITÉE or the entity identified on the Purchase Order.

  • “Goods” means all goods, equipment, materials, components, packaging, and labeling supplied under a Purchase Order.

  • “Services” means any services provided pursuant to a Purchase Order.

  • “Deliverables” means any outputs, documentation, data, materials, or results arising from the Services.

  • “Delivery Date” means the date specified in the Purchase Order.

  • “Delivery Point” means the location specified by the Buyer.

  • “Specifications” means all technical, operational, and performance requirements defined in the Purchase Order.

  • “Intellectual Property Rights” means all patents, copyrights, trademarks, designs, trade secrets, and related rights.

  • “Warranty Period” means the longer of (i) the manufacturer’s warranty or (ii) twelve (12) months from Acceptance.

3. AGREEMENT STRUCTURE AND PRECEDENCE

The Agreement consists of:

  • These Terms and Conditions

  • The applicable Purchase Order

  • Any Specifications expressly referenced

In the event of conflict, the above order of precedence shall apply.

4. DELIVERY OF GOODS AND SERVICES

The Supplier shall deliver the Goods and perform the Services strictly in accordance with the Agreement. Time is of the essence.

All costs relating to packaging, transport, insurance, handling, customs documentation, and delivery shall be borne by the Supplier unless expressly agreed otherwise in writing.

Title and risk of loss shall transfer to the Buyer upon delivery at the Delivery Point.

5. EXPORT CONTROL AND CUSTOMS COMPLIANCE

All deliveries are subject to applicable export, import, and transit regulations. The Supplier shall obtain and comply with all required licenses, approvals, and end-user certifications.

The Supplier shall cooperate fully with customs authorities and brokers and provide all required documentation.

6. INSPECTION, ACCEPTANCE, AND REJECTION

The Buyer shall have ninety (90) days from delivery to inspect the Goods and/or Services.

The Buyer may reject Goods or Services that:

  • Are defective or damaged

  • Do not conform to Specifications

  • Are delivered in excess

Rejected Goods shall be returned at the Supplier’s cost and risk.

7. PRICING AND PAYMENT

Prices shall be as stated in the Purchase Order. No additional charges shall apply unless approved in writing.

Invoices shall reference the applicable Purchase Order. Payment of undisputed amounts shall be made within thirty-five (35) days of invoice date.

8. TAXES

Prices exclude taxes unless otherwise stated. The Supplier shall comply with all tax obligations and applicable withholding requirements.

9. WARRANTIES

9.1 Goods Warranty

The Supplier warrants that Goods shall be:

  • New (unless otherwise agreed)

  • Fit for purpose

  • Free from defects

  • Compliant with Specifications

  • Free from liens

  • Compliant with applicable laws

9.2 Services Warranty

Services shall be performed with professional skill, diligence, and qualified personnel.

10. WARRANTY REMEDIES

At the Buyer’s option, the Supplier shall refund, repair, replace, or re-perform defective Goods or Services at its own expense within ten (10) days of notice.

11. INTELLECTUAL PROPERTY

All Intellectual Property Rights in Deliverables shall vest in the Buyer upon payment. The Supplier grants a perpetual, royalty-free license for any embedded Supplier IP.

The Supplier warrants non-infringement of third-party rights.

12. CONFIDENTIALITY

All information relating to the Buyer shall be treated as confidential and used solely for purposes of this Agreement.

13. INSURANCE

The Supplier shall maintain appropriate insurance coverage, including product liability and professional indemnity insurance, and provide proof upon request.

14. INDEMNIFICATION

The Supplier shall indemnify and hold harmless the Buyer against all claims arising from:

  • Defective Goods or Services

  • Intellectual Property infringement

  • Negligence or misconduct

  • Breach of this Agreement

15. LIMITATION OF LIABILITY

Except for gross negligence, wilful misconduct, or indemnification obligations, neither party shall be liable for indirect or consequential damages.

16. INDEPENDENT CONTRACTOR

The Supplier acts as an independent contractor. No partnership, agency, or joint venture is created.

17. ASSIGNMENT

The Supplier may not assign or subcontract without prior written consent. The Buyer may assign to affiliated governmental entities.

18. SEVERABILITY

If any provision is held invalid, the remainder shall remain in full force and effect.

19. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the applicable laws agreed between the parties in the respective Purchase Order.

Any disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction agreed in the applicable Purchase Order or contract documentation.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

20. LANGUAGE

This Agreement is drawn up in the English language, which shall prevail.