Terms and Conditions
By using this site you agree to the following terms and conditions:
TERMS AND CONDITIONS.
This Terms and Conditions Agreement is entered into between Buyer and Quantitative Data Solutions SA (“QuantQuote”), also referred to herein as Seller. No terms and conditions other than the terms and conditions set forth in this Agreement, including any terms and conditions in any document attached to or incorporated by reference, shall be binding upon Buyer unless accepted by it in writing signed by the Buyer's Purchasing Agent or General Manager. Notwithstanding any other provision of this Agreement, Buyer reserves expressly the right to revoke this Order at any time prior to receipt of notice of acceptance by Seller. Seller will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or service covered by this Order is shipped or an invoice is presented in connection with the said goods and/or services. Seller reserves expressly the right to revoke this Order at any time prior to the delivery of goods to the Buyer.
COMPLIANCE WITH LAWS.
Seller warrants that all goods provided hereunder have been produced and all services performed are in compliance with applicable federal, state and local laws, ordinances, codes, rules, regulations or standards, including without limitation, those pertaining to the manufacture, labeling, invoicing and sale of such goods or services, environmental protection, immigration, employment and occupational safety and health.
This Agreement shall be governed in all respects by the laws of either the State of New York or the laws of the Republic and Canton of Geneva, Swiss Confederation. All actions commenced pursuant hereto shall be brought in a court of competent jurisdiction residing in the State of New York or in the Republic and Canton of Geneva.
Unless otherwise stipulated on the face of this Order or as modified by routing letter from Buyer's Purchasing Agent, goods covered by this Order shall be shipped "FOB destination". Title to said goods to pass to Buyer only upon delivery to Buyer's specified end destination, regardless of risk of loss. Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point. Transportation charges on goods delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Unauthorized transportation charges not prepaid will be offset by Buyer.
Neither Seller or Buyer shall be considered in default in the performance of its obligations herein to the extent that performance of such is delayed or prevented due to causes beyond the control of said party, including, but not limited to, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, ordinance, of any government, fires, floods, unavoidable casualties, strikes, labor disputes, and other causes beyond the reasonable control of either party. Buyer may by written notice of default to Seller (a) terminate the whole or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms; or (iii) if the Seller shall become insolvent or make a general assignment for the benefit of creditors or if a petition under any bankruptcy act or similar statute is filed by or against the Seller, and in any of these circumstances does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing; and (b) upon such termination Buyer may procure, upon such terms as it shall deem appropriate, supplies or services similar to those so terminated, in which case Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar supplies or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (a) to extend the delivery schedule and/or (b) to waive other deficiencies in Seller's performance, in which case an equitable reduction in the Order price shall be granted. Buyer shall have the right at any time to require assurance from Seller. In the event Seller for any reason anticipates difficulty in complying with the required delivery date or performance schedule, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. The rights and remedies of the Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Order.
Buyer shall be entitled at all times to set-off any amount owing at any time from Seller to Buyer or any of its affiliates against any amount payable at any time by Buyer in connection with this Order.
The Order price shall not be increased nor the terms hereof changed without the Buyer's written consent. The Seller warrants that the prices of the items covered by this Order are not in excess of the Seller's lowest lawful prices in effect on the date of this Order for comparable quantities of similar items. If cash discounts for early payment are offered by Seller, the period of time agreed upon as constituting "early payment" shall begin with the later of the invoice date or receipt of merchandise. All shipments received or invoices dated after the twenty-fifth (25th) will be considered first of the following month dating. All accounts subject to cash discount will be paid on the tenth (10th) of the following month, provided such invoices are received no later than the third (3rd) of the month. "Net invoices" will be paid on the last day of the following month. Unless freight or other charges are itemized, the discount will be taken on the full amount of the invoice. The Seller maintains exclusive copyrights to all items furnished to the Buyer, including exclusive rights to copy, distribute, and adapt. Any unauthorized distribution or reselling of said items will be persecuted to the full extent of the law.
Upon submission of proper invoices, Buyer shall pay the Order price set forth herein for material and supplies delivered and accepted or services rendered and accepted. There will be no minimum charges honored unless specifically agreed to prior to shipment. Shipments consigned directly to Buyer's customers that are shipped after the twentieth (20th) shall be considered as invoiced the following month.
All material shall be properly packed for shipment. The Seller shall comply with the Buyer's standard routing and shipping instructions issued by the Buyer. If such instructions are not attached hereto or have not been previously received, instructions must be requested from the Buyer immediately. No additional charge will be allowed for packing, crating, freight, express or cartage unless specified on the face of the Order. Any loss or damage, whenever occurring, which results from Seller's improper packaging or crating shall be borne by Seller. All items shall be properly identified with Buyer's Order number releasing shipments against this Order and the Order item number or other identification number shown.
CERTIFICATES OF ORIGIN AND CUSTOMS DOCUMENTATION.
Certificate of Origin, letter or affidavits. By accepting this Purchase Order, seller accepts full responsibility for the completeness and accuracy of the corresponding Certificate of Origin and all other customs documentation provided to Buyer. Seller accepts any liabilities resulting from inaccurate data on these documents or failure to comply with Certificate of Origin requirements.
RELEASE OF LIABILITY AND INDEMNIFICATION.
Buyer acknowledges that due to the complex nature of financial markets, there are many factors outside of Seller’s control and it is sometimes impossible to deliver a perfect product or service despite the best efforts of the Seller. Accordingly, Buyer releases the Seller and its Affiliates from all liabilities stemming from any defect, including but not limited to, losses in productivity or losses from trading activities.
Buyer further acknowledges that the Seller bears substantial risk from supplying financial data, analysis, software, infrastructure, and generally conducting business with Buyer. These risks, include, but are in no way limited to, litigation arising from Buyer’s clients, partners, and other contractually bound parties. Therefore, Buyer agrees to indemnify Seller against any losses or expenses incurred by the Seller in defending, settling, or satisfying a judgment in connection to any litigation brought against Seller by Buyer’s clients or other parties which Buyer has contractual agreements and obligations. Buyer will also indemnify Seller against any expenses incurred as a result of responding to subpoenas or giving depositions.
For the purposes of this agreement, Affiliates are defined as Seller’s employees, directors, owners, and any third parties retained by the Seller as either outside contractors or suppliers of goods or services to Seller.
The Buyer's failure to insist upon strict compliance shall not be deemed to be a waiver of any right granted Buyer herein. Buyer shall not be deemed to waive any such right unless such waiver is in writing signed by the Buyer's General Manager; such waiver shall not constitute a waiver of any other default under this Order.
Unless prohibited by law, the Seller shall pay all federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery; the Order price shall be deemed to include such taxes.
CONFIDENTIALITY AND NONDISCLOSURE.
"Confidential Information" means all business, technical, proprietary, trade secret, and other information that a party designates as confidential, whether disclosed in writing, orally, or in any other form, tangible or intangible, including, but not limited to, that which relates to options, patents, patent applications, research, product plans, product developments, inventions, designs, formulae, market data, software (including source and object code), algorithms, business plans, customers, marketing, and finances of the disclosing party. Confidential information also includes QuantQuote's application programming interface ("API"), documents and technical specifications related thereto, performance information about the QuantQuote market data system including but not limited to latency and throughput statistics, and all pricing information. Under penalty of law, Buyer agrees to not disclose or redistribute ANY Confidential Information received in the course of transactions or interactions with Seller. This clause is to remain in effect unless superseded by another nondisclosure agreement signed between Buyer and Seller.
The Seller warrants that all such items shall conform to the Seller's specifications, the requirements of this Order and approved sample or samples, if any, and further, that such shall be merchantable and fit for the Buyer's or its customer's intended use. Seller's Warranty shall remain in effect for a one (1) year period after acceptance of the items by the Buyer's customers, or for such longer period of time as the item is normally warranted.
If any defect, failure or other non-conformity appears, Buyer shall have the right to one of the following actions: (1) retain such defective items and an equitable adjustment will be made in the Order price for such defective items; (2) require Seller to repair or replace or replace such defective items with similar items and recover the total cost thereof from the Seller. The Seller has discretion to select the form of recourse. The aforesaid warranties shall survive acceptance and payment and shall run to Buyer, its customers and their successors in title and shall not be deemed to be exclusive, but shall be in addition to Buyer's other rights under the terms of this Order or at law or equity.
RETURNS AND REFUNDS.
Due to the nature of financial data and software development services, Seller does not accept returns on data products and services already delivered to Buyer. No refund will be provided unless there is a non-conformity or defect as specified in the Warranty section and Seller is unable to repair or replace the defective datasets or software.
TERMINATION BY BUYER.
Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer's instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this Order. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller's reasonable costs of performance incurred prior to termination in connection with the items for which this Order is terminated plus a reasonable profit based upon such costs. However, said payment shall not exceed the price specified herein for such items. In no event shall the Seller be entitled to recover incidental or consequential damages. Seller shall advise the Buyer, in writing, of Seller's claim, if any, for termination costs within ten (10) days after receipt of the notice of termination. The rights and obligations of the parties hereunder with respect to any Confidential Information disclosed or obtained prior to expiration or termination shall survive any such expiration or termination of this Agreement for a period of five (5) years from the date first written above. In the case of expiration or termination, each party shall promptly return, destroy, and/or erase from computer memories all Confidential Information of the other party and shall promptly certify in writing its compliance with the foregoing.
This Order constitutes the entire agreement between the parties and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated in this Agreement or mutually agreed upon between Buyer and Seller. The terms and conditions contained in the Agreement may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Buyer's Purchasing Agent or General Manager. Each delivery shall be deemed to be only upon the terms and conditions contained in this Agreement, which shall supersede all inconsistent provisions included in Seller's proposal and in any subsequent acknowledgment by Seller, notwithstanding the Buyer's act of accepting or paying for any delivery or similar act of the Buyer.