VISIONECT GENERAL TERMS AND CONDITIONS FOR OUTDOOR PRODUCTS & SOLUTIONS
1.1 The following Terms will set the rules of our website (“Website”) and define our relations with you while purchasing and using our products and services.
2. Who we are and how to contact us?
2.1 We are Visionect d.o.o. (“we”, “us” or “our”), a company registered in Slovenia under company number: 2333988000 with business address Cesta v Gorice 30, 1000 Ljubljana and VAT SI 91272149. We are owner of the Website. To contact us, please send an email to firstname.lastname@example.org.
2.2 By accessing this Website and purchasing the “outdoor products” , available at https://www.visionect.com/urban/ (“Outdoor Products” or “Products”) you are agreeing to be bound by the following terms and conditions (“Terms”).
3. Who can buy our Products?
3.1 We can only sell our Products 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.
4. Orders And Delivery
4.1 Purchase Order – Orders for Outdoor Products can only be placed by contacting our Sales department via email@example.com or sending your inquiry via email to firstname.lastname@example.org. Your purchase order needs to be in a written form and authorised by a duly authorized agent. The purchase order is considered as placed only after we have received both purchase order and full payment. Purchase becomes binding upon us once we have sent you an order confirmation pursuant to clause 3.2 after having received the order and your payment (unless otherwise agreed in writing). No other documentation, including verbal commitments, spreadsheets or estimates are to be binding on us.
4.2 Order confirmation – All purchase orders placed with us shall be subject to acceptance and confirmation in writing (email) by Visionect within seventy-two (72) hours of receipt. Only after our acceptance and confirmation the production of the ordered product shall be initiated. Order confirmation will include an estimated date of dispatch. We will notify you of estimated production times and any delays.
4.3 We reserve the right to cancel your order if we deem it necessary. In case we have already received any of your payments, all funds shall be returned without interest. In such cases you shall not be entitled to any damages stemming from the cancelation.
4.4 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 contains an obvious typing error, and you knew or should have known that such error existed.
4.5 Delivery and Shipping – We shall use reasonable efforts to deliver the products on the delivery date specified. We shall deliver the products to a carrier or forwarding agent (in accordance with EX WORKS – INCOTERMS 2020 terms), chosen by us, unless otherwise agreed. We will deliver software-only Products via electronic delivery on the provided email address.
4.6 Delivery time – You acknowledge that we are not liable for late or delayed delivery and that late delivery is not a basis for the 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 when placing the order. The product must be delivered to the delivery address specified by you in the order form. You are responsible for ensuring that the correct address is registered at all times, and we shall not be liable for any loss resulting from your failure to update your delivery address.
4.7 In order to expedite the deliveries to you, we reserve the right to make partial deliveries.
4.8 Delivery terms – Delivery has occurred when you, or your representative, has taken possession of the Product (unless otherwise agreed). You now own the Product. The risk of the Product passes to you when you or your representative have received the Product. If the Product is not collected or received on time, and if this is due to you or circumstances related to you, the risk passes to you when the item is at your disposal and the failure to take possession of the Product constitutes a breach of contract by you. Visionect reserves the right to charge you for extra shipment costs due to your failure to collect the Products in time.
4.9 Product examination – After the delivery of the Product, you are responsible to immediately both visually examine and test the functionalities of the delivered product and check it for any visible damages or imperfections. Any claim in respect to short-shipment or for defective Product (other than with respect to latent defects) must be made in writing by e-mail to email@example.com within eight (8) days (“Investigation Period”) of the Product’s actual arrival date. Any claims regarding any defects (excluding latent defects) and/or shipping damage to the product, made after the Investigation period will be handled at the sole discretion of Visionect.
5. PRICING AND PAYMENT
5.1 Pricing – Prices for Outdoor Products are indicated on the proforma invoice, sent to the email address, indicated in your inquiry (“Proforma Invoice”). Price, indicated on the Proforma Invoice is valid for 12 days from the date of the Proforma Invoice. All Proforma Invoices must be paid in full, partial payment of the Proforma Invoice is not possible.
5.2 Payment Terms – All payments are non-refundable and due upfront, unless otherwise agreed in writing.
5.3 Unauthorized Deductions and Late Payments – Invoiced amounts are not subject to offset, discount or deduction unless expressly authorized by Visionect in writing.
6. MODIFICATION OF THE PRODUCTS
6.1 We reserve the right at any time to modify or discontinue the Products (or any part or content thereof) without notice at any time.
6.2 We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the future products or service.
7.1 You agree only to use the Product in accordance with the Terms and User Manual and not to reproduce, duplicate, copy, or exploit any portion of the product or use of the Product, without express written permission of Visionect.
8. CUSTOMER SUPPORT & PRODUCT REPAIRS
8.1 Customer Support – As Visionect’s customer, you can always count on our support and help in regards to your use of our Products. Please contact us at firstname.lastname@example.org for assistance. Visionect will strive to answer any requests in a timely manner.
8.2 Defective Product and Product Repairs – Please refrain from repairing any Product at your own discretion. Any and all claims handled by personnel or company not authorised by Visionect will lose their Visionect warranty and may therefore be rejected by Visionect at its sole discretion. Please send all claims and/or requests in regards to defective products and/or repairs to email@example.com. For details please review below the section on Returns and Refunds.
9. RETURNS AND REFUNDS
9.1 Contact Us First, Before Sending Anything Back – Before sending anything to Visionect, please contact our Support Team at firstname.lastname@example.org. Our friendly team will try to help you solve any problems quickly and efficiently. If you return anything to Visionect without prior authorization, this will be considered an unauthorized return, you will not receive credit for the Product(s) and we will not ship the Product(s) back to you. So, make sure you contact us before sending anything back. We may, at 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, and/or replacement fees.
9.2 The Product must be returned to us in its original or equivalent packaging, at your risk and cost.
9.3 The Return Process – 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:
- Print and fill out the RMA document. (Please find the document A. SCHEDULE: RMA Form)
- Include the RMA document in the package. (Instructions on how to fill out the document can be found on the document itself.)
- Scan or take a photo of the filled-out RMA document and attach it to your email.
- Securely pack the Product(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 Product(s). (Example: If you bought 5 Products and are returning 2, please specify the corresponding price for those two devices without tax and shipping.)
- Send to address:
Cesta v Gorice 30, 1000 Ljubljana
9.4 Returns that do not qualify for warranty coverage will be returned to you. It is vital that you communicate with the Support Team at email@example.com before sending in your return.
10.1 The Outdoor Products can only be fully used with Visionect’s software (“Visionect Software”), which is subject to [SOFTWARE TERMS AND CONDITIONS].
10.2 Use of Outdoor Products without the Visionect Software will be severely limited or impossible.
10.3 Visionect 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 except for the use of the Products.
10.4 Visionect provides no warranty regarding and will have no responsibility for, any claim arising out of:
- using the Visionect Software in any way not covered by these terms and conditions or its purpose,
- the modification of Visionect Software made by anyone other than Visionect unless Visionect authorized such a modification,
- damages due to improper or sloppy use,
- the use of Visionect Software in combination with any operating system, or any software or/and hardware not authorised or forbidden by Visionect.
10.5 Visionect provides no warranty and will have no responsibility for:
- operation of Visionect Software being uninterrupted;
- operation of Visionect Software being error-free;
- that the functions contained in the Visionect Software will meet any requirements other than those specifically represented at https://www.visionect.com/shop/visionect-cloud-hosting/;
- that the Visionect Software will be compatible with any software or hardware, except software and firmware authorized by Visionect.
10.6 Visionect is not responsible for any damages or loss resulting from the use or inability to use the Visionect Software.
10.7 Updates – From time to time, we may update the Visionect Software used by the Products. In order to continue your use of the Product(s), such updates may be automatically downloaded and installed onto the Product(s). These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Visionect Software.
11. WARRANTY AND DISCLAIMER
11.1 Warranty – Visionect will guarantee warranty according to Visionect Limited warranty terms and conditions defined in Warranty statement.
11.2 Warranty Does Not Apply – The warranty does not apply if the Product has been installed and/or used in a manner that does not comply with User Manual, these Terms or has been fitted on unsuitable materials.
11.3 Disclaimer – except as expressly set forth herein, to the maximum extent allowed under applicable law, Visionect hereby disclaims any and all warranties on the products, maintenance and support, and professional services, whether express, implied, or statutory, including without limitation any implied warranties or conditions of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement.
11.4 If any Product is recalled by Visionect because of defects, revisions or upgrades, you will, at Visionect’s request, provide reasonable assistance with the recall.
11.5 This limited warranty also does not apply to, and we are not responsible for, defects or performance problems resulting from: (i) the combination or use of the Product with hardware or software, information, data, systems, interfaces, or devices not made, supplied or specified by Visionect; (ii) operating the device under any specification other than, or in addition to, our standard specifications for them; (iii) the unauthorized installation, modification, repair, or use of the devices; (iv) damage caused by accident, lightning, or other electrical discharge, fresh or salt water immersion or spray (outside Visionect specifications); or exposure to environmental conditions for which the Visionect device is not intended; (v) normal wear and tear on consumable parts (including, but not limited to, battery life), (vi) partial or complete failure of the battery, due to your failure to comply with the conditioning procedure as prescribed by the User Manual, (vii) cosmetic damage and/or (viii) your use in contrary with intended use. We do not warrant or guarantee the results obtained through the use of the Product.
11.6 Determination of Warranty Applicability – We can also refuse warranty services if the Product’s 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 cost of any out-of-warranty Product. At such a time you must issue a valid purchase order to cover the cost of the non-warranted Product’s repair and return shipping or authorize return shipment of the Product at your expense as is.
11.7 Application For Return Is Granted – If the Product stops working during the warranty period for reasons covered by our limited warranty, and you notify us of such a failure during the warranty period, we will at our discretion (i) replace a nonconforming Product with new, equivalent to new, or reconditioned parts for the Product or, (ii) if it does not make financial sense in our determination, we will refund the purchase price you paid (excluding separate costs of installation, if any) upon your return of the Product in accordance with our return procedures as referenced above. Any repaired or replaced Product will be warranted for a period of 30 days or the remainder of the original warranty period, whichever is longer.
12. Intellectual Property
12.1 Intellectual Property – Visionect shall be and remain the owner of legal rights to all intellectual property related to the Products, including but not limited to trademarks, know how, designs, copyright, software, trade secrets, patents and shall be in addition to all other remedies available at law or in either intellectual property rights, whether registered or not, patentable or not, and that you have and will acquire no right in them by virtue of the discharge of its obligations
13. Limitation of liability
13.1 Except as provided in these terms and to the maximum extent permitted by law, Visionect is not responsible for direct, special, incidental or consequential damages resulting from any breach of warranty or condition, or under any other legal theory, including but not limited to loss of use; loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to, compromise or corruption of data; or any indirect or consequential loss or damage howsoever caused including the replacement of equipment and property, any costs of recovering, programming, or reproducing any program or data stored in or used with Visionect product or any failure to maintain the confidentiality of information stored on Visionect product.
13.2 The foregoing limitation shall not apply to death or personal injury claims, or any statutory liability for intentional and gross negligent acts and/or omissions. Visionect disclaims any representation that it will be able to repair any Visionect product under these terms or replace Visionect product without risk to or loss of information stored in Visionect product.
13.3 Some states (countries and provinces) do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
14.1 Infringement Indemnification – Visionect shall, at its own expense, defend or settle any suit or proceeding that is instituted against you to the extent such suit or proceeding alleges that any Product hereunder infringes any duly issued patent or copyright and shall pay all damages awarded therein against you or agreed upon in settlement by Visionect; provided that you (i) give Visionect immediate notice in writing of any such suit, proceeding or threat thereof, (ii) permit Visionect sole control, through counsel of Visionect’s choice, to defend and/or settle such lawsuit and (iii) give Visionect all the needed information, assistance and authority, at reasonable expense, to enable Visionect to defend or settle such lawsuit. In the event the use or sale of any product purchased from Visionect is enjoined, or in the event Visionect wishes to minimize its potential liability hereunder, Visionect may, at its sole option and expense procure for you (i) substitute a functionally equivalent, non-infringing unit or version of the product; (ii) modify such product so that it no longer infringes but is substantially equivalent in functionality; or (iii) if none of the foregoing are commercially feasible, take back such Product and refund the purchase price paid by you for such product. Visionect shall in no event be obligated to accept new orders for Products which are subject to a claim of infringement covered under this section.
14.2 Product Indemnification – Visionect shall, at its own expense, defend or settle any lawsuit or proceeding that is instituted against you to the extent such lawsuit or proceeding alleges that any product sold by Visionect caused any injury or damage, including, but not limited to, any personal or bodily injury or property damage, arising out of or resulting in any way from any alleged defect in any Products. This duty to indemnify you shall be in addition to the warranty obligations of Visionect. In the event the use or sale of any Product purchased from Visionect is enjoined, or in the event Visionect wishes to minimize its potential liability hereunder, Visionect may, at its sole option and expense: (i) withhold or withdraw your right to use such product; (ii) substitute a functionally equivalent unit or version of the Product; (iii) modify such Product so that it is no longer defective but is substantially equivalent in functionality; or (iv) if none of the foregoing are commercially feasible, take back such Product and refund the purchase price paid by you for such Product. Visionect shall in no event be obligated to accept new orders for products which are subject to a claim covered under this section.
14.3 Exclusion – Visionect shall have no liability nor obligation for any claims arising from: (i) any modification, servicing or addition made to the Product by anyone other than Visionect, (ii) the use of such Product as a part of or in combination with any devices, parts or software not provided by Visionect unless the compatibility is stated and guaranteed by Visionect, (iii) compliance with your design requirements or specifications, (iv) the use of other than the then current unaltered release of the Product, or (v) the use of such Product to practice any method or process which does not occur wholly within the Product, (vi) use or installation of the Product not in compliance with Visionect’s Maintenance, Installation and User’s Manual. The above exclusions apply to the extent that the infringement would have been avoided but for such modifications, combinations, compliance with specifications, use of other than the current release or practice of such method or process.
14.4 Buyer Indemnification – You shall, at your own expense, defend or settle any lawsuit or proceeding that is instituted against Visionect and hold Visionect harmless from any damages, expenses (including but not limited to any legal costs), losses, claims or liabilities in connection with, arising out of, resulting from or based upon your negligence or wilful misconduct (including but not limited to: use, installation, warehousing, storage, sale and/or distribution of the product, repackaging), transit of products or breach of any of the representations and/or warranties under these Terms.
15. Personal data
15.1 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.
16. FINAL PROVISIONS
16.1 Electronic contracting – Your purchase 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.
16.2 No commitment – Nothing in these Terms imposes on any party an obligation to enter into any agreement or transaction other than the sale and purchase of the Products.
16.3 Notices – All notices, demands and other communications made hereunder shall be in writing and shall be given either by email or other established means of communications, addressed to the respective parties at the addresses as determined in these Terms.
16.4 Force Majeure – Neither party shall be liable to the other for any delay or failure to perform which results from causes outside its reasonable control.
16.5 No Waiver – The failure of a party to insist upon strict adherence to any term of these Terms on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of these Terms.
16.6 Attorney’s Fees – In the event there is any dispute concerning the terms of these Terms or the performance of any party hereto pursuant to these Terms, and any party hereto retains counsel for the purpose of enforcing any of the provisions of these Terms in defence of any lawsuit filed against said party, each party shall be solely responsible for its own costs and attorney’s fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.
16.7 Compliance with laws and policies – Each party shall at its own expense comply with all laws and regulations relating to its activities under these Terms, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
16.8 Disputes – Any litigation or arbitration relating to these Terms or any other dispute between the parties shall be conducted exclusively in Slovenia under the laws of Slovenia without regard to principles of conflicts of laws.
16.9 Survival – If any portion of these Terms is held to be unenforceable, the remainder of these Terms will remain valid.
Last revised: 27. 2. 2023