Acceptance of Terms and Conditions
The following are terms of a legal agreement between any user of this web site (“User”) and Geoviz Inc. By accessing, browsing or using this web site (the “Site”) the User agrees to be bound by these access terms and conditions. The material provided on or accessed by way of this Site is protected by law, including without limitation, Canadian copyright laws and international treaties. This Site is controlled or operated by Geoviz from its offices within Ontario, Canada. A User who accesses this Site from locations outside of the Canada does so on his/her own initiative and is separately responsible for compliance with any applicable local law on internet usage and web site access.
Information on this Site may contain inaccuracies or typographical errors, and Geoviz assumes no liability for and reserves the right to correct such inaccuracies or errors at any time. Geoviz may also make changes, updates and improvements to this Site or these access terms and conditions, at any time without notice.
Trademarks and Copyrights
The trademarks, service marks, and logos used or displayed on this Site (the “Trademarks”) are registered and unregistered trademarks of Geoviz and others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any such Trademark without the written permission of the Trademark owner. Trademarks of Geoviz may not be used in any way without the prior written permission of Geoviz. Except for “linking logos” specifically designed for the purpose, Geoviz prohibits use of any Geoviz Trademark as a “hot” link to this Site.
Copyrights relative to images found on this Site are owned by or proprietary to Geoviz or the applicable copyright owner. No image should be downloaded from this Site and used by User for any reason without the express prior permission of Geoviz or the applicable copyright owner.
Links to Third-Party Web Sites
This Site may contain links to third-party web sites. Such linked web sites are not under the control of Geoviz, and Geoviz assumes no responsibility for the contents of any such linked web site, any link contained in a linked web site, any changes or updates to such linked web sites, or any material transmitted or downloaded from any linked web site. Geoviz is providing these links to third-party web sites solely as a convenience to User, and the inclusion of such links do not imply endorsement by Geoviz of those third-party web sites.
The copyright in all material (including still and moving images) provided, maintained or accessible on this Site is held by Geoviz or by the original creator of the material or its assignee. Except as stated herein, none of this material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including without limitation, by electronic, mechanical, photocopying or other recording means, without the prior written permission of Geoviz or the appropriate copyright owner. User also may not, without prior written permission from Geoviz, “mirror” any material contained in this Site, perform “deep links” or use any Trademark as a metatag relative to any other web site.
Disclaimer of Warranty
THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. Geoviz DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF ANY USE OF, OR OTHERWISE RESPECTING, THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE OR ANY WEB SITE LINKED TO THIS SITE.
Limitation of Liability
UNDER NO CIRCUMSTANCE (INCLUDING NEGLIGENCE AND TO THE FULLEST EXTEND PERMITTED BY APPLICABLE LAW) WILL Geoviz BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, DELAYS, LOSS OF DATA OR PROFIT) ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE EVEN IF Geoviz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE OF SUCH MATERIALS RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF USER EQUIPMENT OR DATA, USER ASSUMES ANY COSTS ASSOCIATED THEREWITH.
Any claim relating to this Site or the use of this Site and the materials contained or accessed by way thereof are governed exclusively by the laws of the province Ontario, Canada without regard to conflict of law principles.
This statement explains our practices regarding personal information you may supply to us when visiting a Geoviz web site
Normally, you can visit a Geoviz web site without revealing any information about yourself. However, there are times when we may request information from you. Also, some web site functions may require you to complete a registration form. Most information requested will relate to the company that you work for or represent. However, sometimes we may request information specifically about you.
We may ask you to voluntarily provide us with demographic information for market research, as well as information about your interests and experiences with our products or that of your company or employer. Occasionally, we may share provided information and e-mail addresses with our affiliates and other reputable organizations whose products or services we think you may find interesting.
Our goal in collecting and using this information is to offer you a more personalized browsing experience. Also, knowing your preferences, we are able to deliver or allow you access to the most relevant information for your needs.
We conduct our business in compliance with applicable laws on data privacy protection and data security and take reasonable precautions to keep all information obtained from our online visitors secure against unauthorized access and use. If needed to conduct electronic commerce, provided credit card numbers will be used only for payment processing and will not be disclosed to any other third parties.
Other Web Sites and Public Forums
Our web sites may contain links to other third-party web sites. Geoviz is not responsible for the privacy practices of those web sites. We also may make available forums, message boards and news groups to our customers. Please remember that any information disclosed in using those facilities may become public information or may be subject to separate disclosure and use rules, and you should exercise caution when deciding whether to disclose personal information.
What is a Cookie?
A cookie is either a small text file that is stored on your hard drive or some information that is stored in memory until you close your browser. Geoviz web site may save information on your system in the form of cookies to provide you a more personalized browsing experience, access to a secure implementation, or to better track usage of Geoviz web site.
What is its purpose?
Geoviz web site may allow you to register or choose personalization options so that you can be directed dynamically to information on the web pages that suits your interest. By using a cookie, the web site automatically can read your preferences and customize the web pages without any action on your part. Other areas of Geoviz web site may require you to login. In those cases, your username may be stored in a cookie so that the username field automatically can be filled in for you on subsequent visits. If you set your browser not to accept these cookies, your access to or use of certain pages or functionality on Geoviz web site may be restricted.
Please refer to the informational web site for the Internet browser that you use for more information on cookies.
General Terms and Conditions of Sale
These general terms and conditions of sale only apply to purchases of Geoviz branded products and related services made directly from Geoviz. Purchases made from appointed distributors or other independent resellers will be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which will in no event be binding upon Geoviz unless otherwise expressly agreed to. However, Geoviz extends its standard Manufacturer’s Warranty to customers purchasing Geoviz branded products and related services from their local authorized Geoviz distributor. Such Manufacturer’s Warranty is in lieu of all other warranties, which are expressly disclaimed.
These general terms and conditions of sale are as in effect at the time of publication and are subject to change at any time.
These general terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, and services – hereinafter, “Products”) furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at Seller’s headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein.
Advance on the date of invoice unless in case of ongoing approved credit as determined by Seller. Seller may render partial invoices and require progressive payments. Seller reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of agreement and immediately prior to shipment. Seller reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).
Delivery terms are Ex Works Seller’s plant or warehouse (per current Incoterms) or as otherwise agreed to as evidenced by Seller’s order acknowledgment. In all cases title transfers to Buyer upon the earlier of Seller’s delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all intellectual property rights associated with the Products remains with Seller or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller disclaims all liability for late delivery. Where applicable, prepaid shipping will be billed as a separate invoice item.
Unless otherwise provided in a Seller or third party license, Seller warrants that standard software or firmware Products furnished hereunder, when used with Seller-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by Seller for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Seller makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer’s intended use or requirements.
Services: Seller warrants that Products comprised solely of services (e.g., training, on-site technical support, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller.
Recyclable Materials: In keeping with environmental policies and practices, Seller reserves the right to utilize in its product manufacturing, repair and remanufacturing processes certain recyclable materials (e.g., fasteners, plastics and the like) or remanufactured parts equivalent to new in performance or parts which may have been subject to incidental use. However, such utilization will not affect any provided Product warranty or published reliability statistics.
General: Warranty satisfaction is available only if (a) Seller is provided prompt written notice of the warranty claim and (b) Seller’s examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Rights under the above warranties (subject to noted limitations) extend to Buyer’s customers if Buyer is a Seller-appointed distributor for the Products.
Disclaimer and Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN SIX (06) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER’S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
Intellectual Property Indemnity
Except as excluded herein, Seller will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of the Products sold or licensed hereunder by Seller infringes any patent, copyright or trademark granted or registered in the country of Seller’s shipping destination, provided (a) Buyer promptly notifies Seller in writing of any such claim and any suit or proceeding, (b) at Seller’s expense, Buyer gives Seller the sole right to defend, settle and control the defense of the suit or proceeding, (c) Buyer provides all necessary information and assistance for such defense or settlement, and (d) Buyer takes no position adverse to Seller in connection with such claim. In the event Seller is obligated to defend such suit or proceeding, Seller will pay all costs and damages finally awarded or agreed upon by Seller that are directly related thereto. Seller’s obligations under this paragraph will be fulfilled if Seller, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Seller will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Seller. As used in this paragraph, the term “Products” shall mean only Seller’s standard hardware and software that are generally commercially available, and expressly excludes third-party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.
Resale of Third-Party Branded Products and Services
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY SELLER AS A DISCRETE ITEM HEREUNDER.
Use of Products comprised of software may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate Seller or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate Seller’s license agreement, Buyer is granted a non-exclusive, non-transferable license to use provided Seller’s software or firmware only in object code form and solely in conjunction with Seller-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.
Packing and Marking
Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.
Weights and Dimensions
Published or advertised weights and dimensions are estimates or approximations only and are not warranted.
Prices and other information shown in any Seller publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse Seller for all such taxes as may be applicable. Time and material services will be provided in accordance with Seller’s published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by Seller’s written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time Seller’s representatives are available for work and waiting (whether on or off the job site) to perform the services.
Changes and Substitutions
Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Seller’s prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller’s design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and shipped to Seller-specified locations. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer. Notwithstanding the foregoing, all sales of “Open Box” Products and any third-party branded products are final and do not qualify for non-warranty return.
Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to Buyer’s specification may equal the actual selling price of the Products. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be entitled to cancellation and restocking charges as identified above. No termination by Buyer for cause will be effective unless and until Seller has failed to correct such alleged cause within forty-five (45) days after receipt of Buyer’s written notice specifying such cause.
Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.
Government Clauses and Contracts
Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Seller’s headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a “Basic Component” as defined under Canadian nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.
Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Seller will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Seller’s discretion.
The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.
Governing Law and Forum
The agreement evidenced hereby and all disputes arising there under will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the state, province or other governmental jurisdiction in which Seller’s principal place of business resides, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.
The agreement evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.
The parties acknowledge that they have required that the agreement evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.