Prices
The prices shown on the price lists and offers from the Company are purely indicative and can be modified at any time. Each event of a phone call to the Third Party surveillance centre reporting a stolen vehicle incurs additional cost for usage of such Third Party services. In case of a price increase for the Hardware delivered or Services provided by a Third Party after concluding the contract, the Company has the right to pass on this increase, by registered letter, to the Client or the Reseller. This resulting increase will be deemed accepted by the Client and the Reseller five working days after the date of sending such notification, except if the Company receives an opposition letter from the Client or the Reseller by registered post and within the same time as stated herein. Should the Client or Reseller fail to agree, the Company has the right to unilaterally cancel the Contract by registered letter and without any compensation whatsoever.
All prices are net, ex works from the Company’s registered office, excluding VAT, expenses and other taxes. The Hardware delivery is at the Client’s risk, even in the case of products sold or delivered free (i.e.franco).
Any deposits paid by the Client or the Reseller against any outstanding order shall count towards the total amount of the order. They are a beginning of execution of the contract and not a deposit whose abandonment would allow the Client to be released from its obligations under this Contract.
- Terms of payment
All Company’s invoices are payable in full, net and without discount, at the Company’s registered office, subject to other payment terms detailed on case by case basis and specified on the invoice.
In the case of payment default of all, or part, of an invoice, the total amount due, or the remaining amount due, is increased as of right and without any prior official notification by interest of 10% per year for any month being due. Furthermore, any invoice unpaid when due will automatically incur administration fee of 30 000F CFA. Lastly, failure to pay an invoice on its due date may indicate the Client’s or the Reseller’s insolvency and as such the Company has the right to accelerate maturity and require payments of all open invoices that the Company has outstanding with the Client or the Reseller at that time. In addition, delay or failure of payment of outstanding invoice gives the Company the right to suspend all its obligations under this Contract and terminate all or some of the existing Client’s and Reseller’s Contracts by providing a written notice via registered post but without any indemnity whatsoever.
Any claim relating to an invoice must be sent by mail within five working days of receipt, which is presumed to take place within 7 working days of the date shown by the invoice. At the expiration of this period, no claim will be admissible. A claim shall in no case justify a suspension of payment. The right to terminate as per Business Code is not applicable.
- Suspension, Resolution.
Non-payment of overdue invoices gives the Company the right to suspend or terminate without notice all current orders and suspend or terminate all current subscriptions which apply to the unpaid invoices (any request of reactivation after suspension will be the object of additional costs chargeable to the customer). In addition, the non- payment of an invoice constitutes ipso jure and without notice annulment of the sale of Hardware property to which the invoice relates. The Client or Reseller is required to return the equipment without delay and expense to the Company. If the buyer fails to return the equipment and accessories to the Company, the Company reserves the right to seize the equipment direct or through third parties. In the event that a sale would be revoked in whole or in part as a result of any negligence or breach of the buyer, the buyer will pay the
Company all costs incurred and fixed loss indemnity equal to 30% of the selling price of equipment that associated with such revocation. In addition, compensation is due to the Company without prejudice to claim reimbursement of all expenses that will be incurred to repossess the equipment and return them to their original state. Further, interruption or termination of subscription services does not in any case result in a refund or payment of damages to the Client, User or Reseller.
- Survival Beyond Termination
All End User Contracts provided by Reseller to End Users pursuant to this Contract shall survive any termination of this Contract in accordance with their respective terms. In addition, any provisions of this Contract necessary for either party hereto to fulfill its obligations under such End User Contracts shall survive any termination of this Contract.
- General limitation of liability
To the fullest extent permitted by the laws in force, except in cases of gross negligence or wilful misconduct, the total liability of the Company and its Resellers arising from this Contract is expressly limited to the price actually paid by the Client or the User, if necessary, calculated over a period of 1 complete year. This limitation of liability, an essential commitment of the Company, applies regardless of whether the acts or negligence are those of the Company or those of its subcontractors or Third Parties irrespective of the applicable liability regime including, but not limited to, contractual liability, tort, strict liability, no-fault liability, product liability, hidden effects liability, etc. In particular the Company declines all responsibilities and liability arising from misuse of Company’s products or inconvenience or damages caused by malfunction or lack of coverage of telecommunications networks.
- Exceptions of hardware warranty j
The hardware warranty does not cover the damage resulting from an accident, from a robbery, from a vandalism, from a fire, from a lightning, from a frost, from an excess of cold, outside heat or humidity, the dumping or the prolonged immobilization of the Material which would not correspond to its normal use, nor any mismanipulation by a third party to JMDS TRACK Sarl. - Company Indemnity
The Client and the Reseller guarantee to indemnify the Company, its representatives, employees, partners, and/or any Third Parties, against any damage, claim or demand from third parties resulting from the use of the Software, Hardware and/or Services. This guarantee covers any compensation that would be due as well as, within reasonable limits, costs of associated legal expenses.
- Miscellaneous
For the entire duration of the Contract and for a period of six months following its termination, the Client is prohibited from (attempting to) employing directly or indirectly the Company staff members, under penalty of an irreducible compensation of 20 000 000F CFA per staff member concerned, without prejudice to compensation for a greater prejudice, if applicable.
The fact that one party has not relied on a specific right or temporary has not exercised a right does not imply renouncing this right.
The invalidity of any clause or part of a clause in this Contract shall not affect the other provisions or parts of clauses and the provisions or part of a clause concerned shall be replaced whenever possible by a valid provision of equivalent economic effect.
The appendices attached to this Contract are an integral part of it. The English version is purely indicative. The French version of the Contract prevails.
- Applicable law – court with jurisdiction
This Contract, and any dispute related to this contract and/or the use of the Software, Hardware, Services or other, is subject exclusively to Cameroonian law. Any dispute arising from this Contract will be heard in the courts of Littoral and Center Regions in Cameroon, who have exclusive jurisdiction to hear these disputes.