Terms of Agreement
The Purchase Order, together with these terms and conditions, and any attachments, specifications, instructions and other information, wheatear physically attached or incorporated by reference (collectively the “Purchase Order”) constitutes the entire and exclusive agreement between GVE Global Vision Inc. (the “Seller”) and You (the “Purchaser”). Purchaser’s electronic acceptance of this constitutes acknowledgment and acceptance of these Terms and Conditions.
Goods and Services
Seller agrees to supply the goods and services identified in the Purchase Order and all deliverables related thereto (“Good and Services”) in accordance with the terms and conditions of this Agreement.
All prices, fees, and costs will be as stated in the Purchase Order and in US funds unless otherwise noted on the Purchase Order.
For subscription license, payment terms are net thirty (30) days from the invoice date. Perpetual license payment terms are fifty (50%) percent down upon purchase and fifty (50%) percent upon installation. Unpaid balances will be subject to carrying charges of 24% per annum (2% per month).
Training and Installation
Training and installation services are provided within an eight (8) hour day. Anything over 8hrs consecutive is subject to a surcharge, as governed by the terms and conditions of a septate After Sales Service Agreement.
The Purchaser must pay for any and all reasonable travel expenses of Seller for After Sales Services, namely training, installation, delivery and inspection of the product. The product is designed and developed in Canada. The Purchaser agrees that the purchased After Sales Service includes installation, training, delivery, and inspection of the product.
Purchaser agrees to pay to for training and travel fees incurred by Purchaser’s own delay which include but are not limited to product misplacement, space is not ready and/or available for training etc. as otherwise described and identified in the After Service Sales Agreement.
Cancellation by Seller
The Sellers reserves the right to cancel this Agreement; if the Purchaser fails to pay for any shipment of Goods when due; in the event of the Purchaser’s insolvency or bankruptcy; or if the Seller deems that its prospect of payment is impaired.
Cancellation by Purchaser
In the event Purchaser wishes to terminate this Agreement and cancel the services provided by the Seller, The Purchaser must notify the Seller in writing to [email protected]. The Purchaser is still obliged to carry out the payment term of this Agreement. A twenty-five (25%) percent re-stocking fee will be assessed on all goods returned. The Purchaser is responsible for all return shipping fees, duties and taxes. Goods must be returned in original packaging.
Unless otherwise agreed to in writing, all deliveries will be “Free on Board” (FOB) Destination, to the Ship To address indicated on the Purchase Order.
Seller will include with each delivery of Products a packing list identifying the Purchase Order number, the GVE Global Vision part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.
The Seller warrants that the Goods will be fit for the purpose for which such goods are ordinarily intended. The Seller warrants that these products will be free from defects in materials and workmanship for a period of one (1) year from the date of installation. This warranty is expressly given in lieu if any other express or implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, and in lieu of any other obligation on the part of the Seller. The warranty will be null and void if Goods are moved or transported after completion of the installation. EXCEPT FOR THE ABOVE WARRANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR STATUTORY) IS MADE BY THE SELLER REGARDING THE GOODS. For Warranty regarding Hardware, please refer to the Global Vision Support Program.
Buyer expressly agrees that use of the GVE Global Vision, Inc. software and licensed products is at buyer’s sole risk. Neither GVE Global Vision, Inc. nor any of its employees or agents warrant that the GVE Global Vision, Inc. solution, and licensed products will meet buyer’s requirements, or be error-free; nor does GVE Global Vision, Inc. or any of its employees or agents make any warranty as to the results to be obtained from use of the GVE Global Vision, Inc. software, or the licensed products. No oral or written information or advice given by GVE Global Vision, Inc., its employees or agents shall create any warranty in or to the GVE Global Vision, Inc. software or licensed products, and buyers may not rely on any such information or advice. GVE Global Vision, Inc. shall have no liability to buyer if a change in law prohibits GVE Global Vision, Inc. from providing the GVE Global Vision, Inc. software and licensed products.
Data and Safety Monitoring
Unless otherwise expressly notified by the Purchaser, GVE may monitor and track the use of technical data and related information to facilitate the provision of product development, software updates, product support and other services. The Seller may from time to time use the Purchaser’s name, logo and/or brand for marketing and promotional materials.
All rights to products and documentation are the property of GVE Global Vision, Inc., and are intended for the sole use of the purchaser. Since the information related to the product is strictly privileged and confidential, any disclosure, copying, distribution or other use by any other party is strictly prohibited.
No third parties, consultants, sales representatives or competitors may view, utilize or re-purchase the equipment at any time without the express written consent of Seller.
Ownership and License
Unless otherwise governed by the terms and conditions of a separate End User License Agreement or other Purchase Agreement, GVE GlobalVision Inc. is the sole and exclusive owner over of all Deliverables and Licenses Products.
The Purchaser may not assign its right or delegate its performance under this Agreement, and any attempted assignment or delegation without such consent will be void.
Errors and Omissions
GVE Global Vision, Inc. shall not be liable in any manner whatsoever for any information, errors, omissions or inaccuracies, losses or recalls related to or in connection with the use of GVE Global Vision, Inc. software. If defective, buyer not GVE Global Vision, Inc., its employees and agents, assumes the consequences resulting there from.
Changes to Software
Seller reserves the right to make changes to its software as progress in engineering and technology permits.
Limitation of Liability
IN NO EVENT WILL THE SELLER BE LIABLE TO PURCHASER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.
Purchaser will indemnify and hold harmless the Seller, its elected officials, employees, agents and other representatives from and against any and all losses, claims, demands, damages, causes of action, costs and expenses, including legal fees and expenses, of any kind whatsoever that the Seller may sustain, incur, suffer, or be put to at any time in connection with the performance of this Agreement, including any claim of infringement of intellectual property rights, where the same are based upon, arise out of or occur, directly or indirectly, in relation to any act or omission of Purchaser or of any agent, employee, officer or director of Purchaser, or any other person for whom it is responsible at law. Purchaser at its sole expense will defend all claims or suits in respect of the foregoing, but the Seller may participate in the defense thereof without relieving Purchaser of any obligations hereunder. This section with survive the expiry or earlier termination of this Agreement.
This agreement will be governed by and construed in accordance with the substantive laws in force in the Province of Quebec, Canada. This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada notwithstanding the conflict of law provisions and other mandatory legal provisions, and the courts of the district of Montreal, Province of Quebec, Canada shall have exclusive jurisdiction with respect to any dispute arising out of this Agreement.
Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated in the front of the Purchase Order.