TERMS AND CONDITIONS FOR PURCHASE OF VISIONECT COMPONENTS
These Terms and conditions (the “Terms”) are the basis for purchasing Visionect components such as Visionect systemboards (electronic boards), rechargeable lithium batteries and other components intended for installation in and/or further integration (cumulatively referred to as the “Products”) in ePaper digital signage products. These Products are not intended for direct use and are sold through our authorised representative.
These Terms form a legally binding contract between you and Visionect d.o.o. So please read them carefully. We suggest that you print a copy of the Terms and keep them in your records.
BY PLACING AN ORDER AND/OR PAYING OUR INVOICE FOR ANY OF OUR COMPONENTS YOU ACCEPT THE TERMS AND EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS IN FULL. IN CASE YOU DO NOT ACCEPT THE TERMS OR ANY PART OF THEM, SIMPLY DON’T PLACE AN ORDER.
1. Terms of Sale
Basically put, this section describes the who’s and what’s in our easy buying process. You choose the products you want on the website, decide how many you’d like and place an order with one of our authorised representatives at email@example.com, and they will send you a proforma invoice with a specification of your inquiry. If the proforma invoice is in accordance with what you have agreed, pay it and we will ship the paid Products your way.
If the language in these terms gets too complicated or if you have any questions about how to buy the Visionect components, please contact our Support Team at firstname.lastname@example.org (or email@example.com), and they’ll walk you through the process.
2. What is a Visionect component?
Visionect offers its partners an array of hardware components intended for further integrations into different e-Paper solutions. The list of our components, technical data and details can be obtained via our authorised representative, some are also listed in our online knowledge base- https://docs.visionect.com/Legacy/index.html. Our hardware components are also supported by our software solution (Visionect Software Suite) developed by Visionect, who owns all intellectual property rights within. To see which ones, please consult our authorised representative or see the above mentioned website.
Visionect components are intended for further integration and are not themselves certified or approved by any safety or another standard. Certification, compliance or other legal requirements are Your sole obligation, if and when placing a product containing one or more of our components on the market.
Visionect hardware components are highly sensitive to static electricity and handling and can be damaged by your miss-use or improper handling of the Product.
3. Who can buy Visionect components?
We can only sell Visionect components to legally organized and incorporated legal entities that comply with the local law of the country of delivery. B2B (business-to-business) means a transaction in which the supplier and the customer are legal entities.
By placing an order on the Website or through our representative, you confirm that you are:
- representing a legal person;
- legally capable of entering into binding contracts;
- duly authorised to enter into binding contracts on your or your companies or organisations behalf;
- if in the EU, able to provide your VAT number, when applicable;
- not a person barred from buying the Products under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Products; for example, that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition; and that
- you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
Since we need to know who we are working with, you also agree not to omit or misrepresent any data for the creation and further use of your account, and you agree to update such data to ensure that such data is current, complete and accurate.
By accepting these Terms, you represent that you understand and agree to the foregoing.
The Terms become binding on You when you place your order, or pay the Proforma Invoice sent to you, whichever occurs earlier. This also means you agree and have accepted these Terms. The purchase becomes binding upon us once we have sent You an order confirmation after having received the purchase order and your payment.
We need to receive your payment before we can accept your order. You can pay with a credit card, PayPal, or any other pre-arranged payment method.
We can cancel your order if we deem it necessary. In case we have already received any of your payment, all funds will be returned.
Regardless of the foregoing, an agreement will not be binding on either party if the offer from Visionect provided to You in the ordering process or the Customer’s order contains a typing error, and the other party knew or should have known that such error existed, or if You have provided incorrect payment or delivery information.
Once your order is confirmed by Visionect it is considered NCNR (non-cancellable and non-returnable), so You will not be able to cancel it. We will therefore not reimburse any payments received from you.
5. Pricing & Payment Terms
The total purchase price for the chosen product(s) is displayed on your Proforma Invoice. The product is paid in advance. All prices are quoted in EURO or applicable local currency and do not include shipping and other fees unless otherwise expressly stated. Additionally, local VAT, applicable sales taxes, export or import charges, insurance charges, customs and duty fees, personal property taxes or similar charges – all of which are your responsibility to pay, unless expressly otherwise stated, may apply in your jurisdiction. Your order is considered as accepted when your card is debited and Visionect receives payment of invoice.
You need to pay us all taxes and governmental fees we are required to collect or pay upon sale or delivery of the Products unless you provide us with direct payment authority or an exemption certificate valid in the jurisdiction the Visionect components will be delivered.
Our price quotes are non-binding unless we let you know in writing. An order is valid and binding only after we confirm it in writing. Visionect is not responsible for any pricing, typographical, or other errors in our communications. We may process payment and ship parts of an order separately.
We can cancel or indefinitely suspend an accepted order, and refuse additional orders if: (i) you don’t do what you’re supposed to do according to these Terms, (ii) you stop doing business or enter into any bankruptcy, insolvency, receivership or similar proceeding that lasts more than 30 days, or assign your assets for the benefit of creditors, or (iii) if third-party financing in connection with your Products purchase(s) aren’t fast enough for us.
Once your order is confirmed by Visionect it is considered NCNR (non-cancellable and non-returnable), so You will not be able to cancel it. We will therefore not reimburse any payments received from you.
6. Shipping, Delivery
When Visionect accepts your order in writing, we will also contact you with an estimated delivery time. We try hard to meet your requested delivery dates, unless you are in default under these Terms, or our performance is otherwise excused. You acknowledge that we are not liable for late or delayed delivery and that late delivery is not a basis for cancellation of any order. Shipping and delivery dates are estimates only. The time it takes to receive your order depends on the shipping method you choose, and the time of day you place your order.
The product will be delivered to the delivery address specified by You in the order. You are responsible for providing us the correct address at all times. Visionect shall not be liable for any loss resulting from Your failure to provide or update your delivery address.
Delivery and risk of loss shall be according to EXW (ExWorks Incoterms 2010) Seller’s facility at Cesta v Gorice 30, 1000 Ljubljana, Slovenia and deemed to have occurred, and all titles and risk of loss shall be transferred, when Products (or any other items) are placed at the disposal of the buyer. Visionect reserves the right to charge You for extra shipment costs in case of your failure to collect the Products in time.
In order to expedite the deliveries to You, we reserve the right to make partial deliveries.
Visionect can deliver the Software via e-mail if it so chooses.
Once the Products are delivered to you, you are responsible for duly examining and giving us a written notice of any rejection of a Product, due to visible damages, within five (5) business days. If you fail to provide us with such written rejection within five (5) business days, such Product shall be deemed accepted.
7. Visionect components Limited Warranty
Visionect warrants that (i) Visionect will manufacture the Product in accordance with IPC-A 610 Class 2 workmanship standard; and (ii) the Product will conform in all material respects to the Specifications in place in our online knowledge base – https://docs.visionect.com/Legacy/index.html at the time of order. The above warranty shall remain in effect for a period of ten (10) days from the date any Product is initially delivered to you. This warranty is extended to, and may only be enforced by you – our direct buyer.
EXCEPT WITH REGARD TO EITHER PARTY’S BREACH OF SECTION 16 (CONFIDENTIALITY), EITHER PARTY’S BREACH OF SECTION 10 (PROPRIETARY RIGHTS), OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES, LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES WHETHER SUCH PARTY WAS INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Goods sold by Visionect are not authorized to be used in life support equipment or for applications in which the failure or malfunction of the goods would create a situation in which personal injury or death could occur. Any such use or sale of goods sold by Seller is at the sole risk of Buyer, and Buyer agrees to indemnify and defend Seller against, and hold Seller harmless from all damages and costs arising out of such use or sale.
8. DEFECTIVE DELIVERY – THE CUSTOMER’S RIGHTS AND DEADLINE FOR COMPLAINTS
If there have been some issues related to delivery or if there is a defect in the delivered Product, You are responsible for letting us know in writing of any identified damage or nonconformance of Visionect components products within 5 working days of receiving the product. Claims relating to defective Products must be made in accordance with the Visionect components Limited Warranty (see above).
To the extent permitted by applicable laws, Visionect excludes its liability for any indirect or consequential damages caused by any defect or delay, except for damages caused intentionally or by gross negligence.
9. Returns and Refunds Policy
Before sending anything to Visionect, please contact our Team at firstname.lastname@example.org. If you return anything to Visionect without prior authorization, this will be considered an unauthorized return, and you will not receive credit for the product(s). So, make sure you contact us before sending anything back. We may, in our sole discretion, arrange for fulfilment of our warranty obligations through a Visionect affiliate, authorized distributor, or an authorized warranty service centre. Returns may be subject to shipping, handling, replacement and/or restocking fees.
The Visionect component must be returned to us in its original or equivalent packaging, at your risk and cost.
Visionect components Return Instructions and Process
The process of returning any of our Products is the same, regardless of the reason and legal grounds for your decision to return the Product.
Returns that don’t qualify for warranty coverage (see below) will be returned to customers.
To send any of our Products back to us please use the following procedure:
- Contact our Team at email@example.com.
- If our Team determines that your problem qualifies for warranty coverage, you will be issued an RMA (Return Merchandise Authorization) number. You can then prepare the package to return it to Visionect.Note: Please do not hand deliver your products to the RMA facility, even if you are local. These locations are not set up to receive visitors. Thanks!
- Please follow the RMA instructions below:
- Request a RMA document, fill it out and print it. (Instructions on how to fill out the document can be found on the document itself.)
- Include the RMA document in the package.
- Scan or take a photo of the filled-out RMA document and attach it to your email.
- Securely pack the device(s) in original packing and mark the package with the RMA number provided by the Support Team at firstname.lastname@example.org.When filling out documents for the shipping courier please provide the correct price of the components (Example: If you bought 50 components and are returning 2, please specify the corresponding price for those two devices without tax and shipping.)
- Send to address:Visionect components Returns
Cesta v Gorice 30, 1000 Ljubljana
Returns that don’t qualify for warranty coverage will be returned to customers. It is vital that you communicate with our Team at email@example.com before sending in your return.
Determination of Warranty Applicability
We can refuse warranty services if the component or Software date of purchase cannot be proven, if a claim is made outside the warranty period, or if a claim is excluded. Following our examination of your claim, we will notify you of your warranty status and the repair or replacement cost of any out-of-warranty components. At such a time you must issue a valid purchase order to cover the cost of the non-warranted components repair and return shipping or authorize return shipment at your expense as is.
10. Proprietary Rights
You acknowledge and agree that Visionect and/or its licensors own all legal right, title and interest in and to the Products, including but not limited to hardware blueprint, design, graphics, user interface, the scripts and software used to run the Products, and any software provided to you as a part of and/or in connection with the Products including the Visionect Software Suite including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Products (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except your own use of the Products in compliance with this Agreement. No portion of the Products may be reproduced in any form or by any means, except as expressly permitted in these terms.
- Software. Use of some Visionect components requires the use of Visionect software provided exclusively for the Visionect components owners at https://docs.visionect.com/VisionectSoftwareSuite/index.html for the limited purpose and use, subject to and in accordance with these Terms; Internet access or other communicating method; may require periodic updates; and may be affected by the performance of these factors. The latest version of required software may be required for certain transactions or features. You agree that meeting these requirements is your responsibility.
- Professional Handling. Visionect components are highly sensitive to static electricity and require specialized equipment and personnel for appropriate handling, storage, installation and use. You understand and agree that failure to provide such handling, storage, installation and use may cause the components to fail, for which Visionect shall not be responsible.Please see our knowledge base https://docs.visionect.com/Legacy/index.html for more information and use instructions. If you have any additional questions, or if you feel any information is missing, please contact our team at firstname.lastname@example.org.
- Internet access or other communication method and cost limitation. To use of some Visionect components and Software may require internet access or another communication method for which, including all costs associated with it, you are solely responsible. Daily usage or software updates might cause a rise in the amount of data transferred over WiFi, Cellular or other connectivity type of Visionect system boards. To limit the unexpected costs, you are required to limit your daily data transfer costs on the network and mitigate the cost. Visionect is not responsible for any excessive cost that might occur due to your software settings, Visionects’ or your software changes or your agreement with your data transfer provider.
- Limitations on Use. You agree to use the components and its software only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.
You expressly (but not limited to) agree not to (alone or by the use of Visionect components and/or the Software):
- upload, download, post, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
- engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of confidentiality, employment, or nondisclosure agreement;
- forge any TCP-IP packet header or any part of the header information in an email or a newsgroup posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing”);
- upload, post, transmit or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
- plan or engage in any illegal activity;
- reproduce, copy, duplicate, sell, resell, rent or trade the Software (or any part thereof) for any purpose; and/or
- gather and store personal information on any other users of the Software to be used in connection with any of the foregoing prohibited activities.
The Software is made available ‟as is.” Visionect makes no warranties, conditions, accompanying documentation as to any matter including (without limitation) performance, results, security, non-infringement, merchantability, integration, quiet enjoyment, features, expectations, satisfactory quality, or fitness for any particular purpose.
VISIONECT PROVIDES NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF:
- USING THE SOFTWARE IN ANY WAY NOT COVERED BY THESE TERMS AND CONDITIONS OR ITS PURPOSE
- THE MODIFICATION OF SOFTWARE MADE BY ANYONE OTHER THAN VISIONECT UNLESS VISIONECT AUTHORIZED SUCH A MODIFICATION
- DAMAGES DUE TO IMPROPER OR SLOPPY USE
- THE USE OF SOFTWARE IN COMBINATION WITH ANY OPERATING SYSTEM, OR ANY SOFTWARE OR/AND HARDWARE NOT AUTHORISED OR FORBIDDEN BY VISIONECT.
VISIONECT PROVIDES NO WARRANTY AND WILL HAVE NO RESPONSIBILITY FOR:
- OPERATION OF SOFTWARE BEING UNINTERRUPTED
- OPERATION OF SOFTWARE BEING ERROR-FREE
- THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET DISTRIBUTOR REQUIREMENTS
- THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY SOFTWARE OR HARDWARE, EXCEPT SOFTWARE AND FIRMWARE AUTHORIZED BY VISIONECTVISIONECT IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSS RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE.
Updates. From time to time, Visionect may update the Software used by the Products. In order to continue your use of the Products and Service, such updates may be automatically downloaded and installed onto your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software.
13. End User Licence
The Software and materials made available to you are licensed, not sold, to you.
Scope of License: Licensor grants you a limited, revocable, non/exclusive, non-transferable and non-sublicensable license to use the Licensed Software and other materials provided at https://docs.visionect.com/index.html, subject to and in accordance with these Terms. This license is for the sole purpose of enabling you to use our components in the manner permitted by these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.
You may not distribute or make the Service available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Software. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Software, any updates, or any part thereof.
You agree to defend, indemnify and hold Visionect, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Products; (b) your use of the Products; (c) any violation by you of this Agreement; (d) any action taken by Visionect as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; or (e) your violation of any rights of another. This means that you cannot sue Visionect, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn you, or to take any other action during the investigation of a suspected violation or as a result of Visionect’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision apply to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Products. You acknowledge that you are responsible for all use of the Products, and that this Agreement applies to any and all usage of Products owned by you. You agree to comply with this Agreement and to defend, indemnify and hold harmless Visionect from and against any and all claims and demands arising from usage of Products owned by you, whether or not such usage is expressly authorized by you.
15. Personal data
Visionect is responsible for processing the personal data you provided in relation to the purchase of the Product. The data is processed only to allow Visionect to fulfil its obligations pursuant to these Terms and national legal requirements.
In order to protect both Parties’ Confidential Information the Parties agree that each Party shall use the same degree of care, but no less than a reasonable degree of care, as such Party uses with respect to its own similar information to protect the Confidential Information of the other Party and to prevent any use of Confidential Information other than for the purposes of this Agreement. This Section imposes no obligation upon a Party with respect to Confidential Information which (a) was known to such Party before receipt from the disclosing Party; (b) is or becomes publicly available through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (d) is disclosed by the disclosing Party to a third party without imposing a duty of confidentiality on the third party; (e) is independently developed by the receiving Party without a breach of this Agreement; or (f) is disclosed by the receiving Party with the disclosing Party’s prior written approval. If a Party is required by a government body or court of law to disclose Confidential Information, this Agreement or any portion hereof, then such Party agrees to give the other Party reasonable advance notice so that the other Party may seek a protective order or otherwise contest the disclosure.
The Receiving Party shall only permit access to Confidential Information to those of the Receiving Party’s employees, agents and representatives who have a need to know such information.
The confidentiality obligation set forth in this Agreement shall be observed during the term of the Agreement and for a period of two (2) years following the termination of this Agreement.
Upon the termination, cancellation or expiration of this Agreement, the Receiving Party shall, upon the Disclosing Party’s written request, except to the extent Confidential Information cannot be returned or destroyed (or deleted, in the case of information stored in computer hard drives or cloud solutions), return all Confidential Information (including all copies thereof) to the Disclosing Party, or at the Disclosing Party’s instruction, destroy such Confidential Information.
17. Governing Law and Jurisdiction
Place of fulfilment and performance for any obligation arising in context with our deliveries is Ljubljana, Slovenia.
The place of jurisdiction shall be Ljubljana, Slovenia, and its competent courts.
Governing Law shall be the law of Slovenia with the exclusion of international conflict of law’s provisions thereof and with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Should any of the clauses of these Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.
Visionect may provide you with notices regarding the Products, including changes to this Terms, by email you provided in your payment contact information or by postings on our website.
20. Electronic contracting
Your use of the Product includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
You can contact us at any time at email@example.com or firstname.lastname@example.org. If you have any questions, just send us an email in English.