These Product Terms apply to the purchase by Customer and provision by Orange of Products.
1. Pricing and Invoicing.
Except as otherwise agreed in the Order or the Agreement, pricing for the Products is as provided in the Order and amounts due for Products will be invoiced at the time of Order and must be paid in full by Customer pursuant to the payment terms set forth in the Agreement or prior to shipment of the Products, if earlier.
2. Cancellation/Return of Orders.
Customer may cancel an Order for Products without penalty by written notice received by Orange within 30 days after the Order is executed by the parties and at least 30 days before the requested shipping date in the Order. Orders for Products are otherwise non-cancellable and Products may not be returned except with Orange’s written approval. If Orange approves any such cancellation prior to shipment, unless otherwise agreed by Orange in writing, such cancellation is subject to a penalty equal to 50% of the amounts payable under the Order for the cancelled Products. If Orange approves any such cancellation and return after shipment, unless otherwise agreed by Orange in writing, such cancellation and return is subject to Customer’s return of the applicable Products at Customer’s expense and a penalty equal to 50% of the amounts payable under the Order for the applicable Products plus the shipping charges for the applicable Products. If Customer cancels an Order for Products in violation of this Section, all fees for the Products under the Order shall become immediately due and payable. If an Order also includes services , this Section will not apply to the portion of the Order for those services, which may only be cancelled pursuant to the Additional Terms applicable to the services.
3. Delivery.
3.1 Shipping Terms.
Unless otherwise agreed in the Order, shipping terms for Products are CIP the delivery location specified in the Order (Incoterms 2020) with title(except for Product System Software) and risk of loss for the Products transferring to Customer at the delivery location. Orange will charge to Customer, and Customer will pay, a shipping charge to cover shipment, including freight and insurance, as provided in the Order.
3.2 Ship Dates.
Orange will use commercially reasonable efforts to make the Products available for shipment by the requested shipping date in the Order. Orange will not be responsible for any delivery delays.
3.3 Changes to Ship Dates.
Customer may change the shipping date for Products on written notice received by Orange at least 30 days before the requested shipping date in the Order. If the shipping date for Products is extended more than six months beyond the originally requested shipping date in the Order, Orange may invoice Customer for, and Customer agrees to pay, any amounts not yet paid under the Order for the Products.
4. Installation.
4.1 Location.
Except as otherwise authorized by Orange in writing, Products may be installed only at the Authorized Location. Customer represents and warrants that it is the owner or operator of the Authorized Location identified in the Order, or that it is purchasing the Orange Devices for transfer to an entity that is the owner or operator of the Authorized Location, and that it or the entity to which it will transfer the Orange Devices has the right to have the Orange Devices installed and used at the Authorized Location.
4.2 Responsibility.
Except where Orange has agreed to take responsibility for installation of Products in the Order, Customer will be responsible for the installation of the Products at the Authorized Location.
4.3 Requirements for Activation.
Customer acknowledges and agrees that in order to activate the Orange Devices for use with the Orange OS for tracking Driver usage and to receive payments from Drivers, Customer (or the owner/operator of the Authorized Location if Customer is not the owner/operator) must have signed the Order subscribing to Orange OS Services for the Authorized Location and agreeing to the Orange OS Terms and establishing an Orange OS Account that covers the Authorized Location. Without activation, the Orange Devices will not function as an outlet and will not connect to the Orange OS. If Customer is not the owner/operator of the Authorized Location, it is Customer’s responsibility to ensure that ownership of the Orange Devices is assigned to the owner/operator of the Authorized Location prior to installation and activation.
5. Orange Device Warranty.
For each Orange Device purchased under this Agreement or purchased by a third party on Customer’s behalf for transfer to Customer), Orange will provide the then-current standard warranty offered by Orange for the Orange Device at the time of Order to the owner/operator of the Authorized Location identified on the Order. The standard warranty offered by Orange for Orange Devices as of the Effective Date of this Agreement is available upon request. Extended warranties, if offered for an Orange Device, must be separately purchased.