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Conditions of Use

 

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS ANY LIMITATIONS AND EXCLUSIONS THAT MAY WELL APPLY TO YOU.

These Terms and Conditions contain the terms and conditions upon which FLIR Integrated Imaging Solutions, Inc.., its affiliates and representatives (collectively, “FLIR”) make all sales of hardware and software (“Product” or “Products”) to purchasers of such hardware and software (the “Purchaser”), unless otherwise agreed in writing by FLIR. These Terms and Conditions are subject to change at any time.
 
 

1. ACCEPTANCE

Purchaser's acceptance of and agreement to be bound by these Terms and Conditions is indicated by, but not limited to, any one of the following:

(a) Purchaser placing an order for Products;

(b) Purchaser's acceptance of any shipment or any part of the items specified for delivery;

(c) Purchaser's acceptance of a FLIR sales quotation;

(d) Purchaser's written acknowledgement hereof;

(e) Payment by Purchaser of any amount of Product price, invoice or pro-forma invoice; or

(f) Any other offer or expression of acceptance by Purchaser.

All orders are subject to acceptance by FLIR.

Notwithstanding any contractual terms accompanying the Purchaser's order or otherwise provided by the Purchaser, these Terms and Conditions will be the only terms and conditions applicable to an order of Products by the Purchaser and these Terms and Conditions will take precedence over all other terms and conditions unless otherwise agreed in writing by FLIR.

 

2. PRICING AND SALES QUOTATION

Prices do not include insurance, handling, freight, or applicable sales, use, excise, or similar taxes unless specifically noted. Prices set out in sales quotations are valid for the period stated in the quotation. Prices are subject to change at any time.

 

3. PAYMENT

Terms of payment are at FLIR's sole discretion and are agreed to when an order is placed. All prices quoted and all payments are to be made in U.S. dollars unless otherwise agreed.

FLIR, in its sole discretion, may extend credit to a Purchaser. If credit is extended, Purchaser will be invoiced once Product has been shipped. Purchaser will pay each invoice no later than 30 days (unless otherwise specified in writing by FLIR) from the date of invoice. Interest will accrue on overdue amounts at the rate of 1.5% per month (18% per year), compounded monthly. If no credit is extended by FLIR to a Purchaser, the Purchaser will be required to make full payment to FLIR in advance of delivery of any Products. Payment may be made by credit card at the discretion of FLIR.

 

4. TAXES

Purchaser will pay all applicable sales, use, excise, or similar taxes where and when applicable unless Purchaser provides FLIR with an exemption certificate acceptable to FLIR and the applicable taxing authority.

 

5. TITLE AND DELIVERY

Except for shipment of Product using FedEx International Priority Distribution service, title to Product passes from FLIR to Purchaser upon pickup by courier according to section 6 (Shipping). Title to all software will remain with the applicable licensor. FLIR may ship products up to 5 business days in advance of confirmed ship date. Purchaser grants FLIR a security interest in the Product and in any proceeds (including accounts receivable) thereof as security for all of its obligations, which security interest will commence upon the Delivery of the Product and terminate upon full payment thereof. Upon request of FLIR, Purchaser will execute any instrument or document required to perfect the security interest.

Delivery dates are approximate. FLIR will use reasonable efforts to fill all orders according to the shipment schedule provided by FLIR at the time of the acceptance of the order. In no event will FLIR guarantee or be deemed to have guaranteed shipment according to such delivery schedule or be liable for damages due to delays in the delivery, including delays arising from export restrictions or out of stock items. Purchaser will bear the cost of and responsibility for obtaining all necessary export permits or licenses. Unless otherwise agreed in writing, FLIR may make partial shipments and these Terms and Conditions will apply separately to each shipment.

 

6. SHIPPING

There are three standard shipping options.

a. If the Purchaser is located outside of The European Union or the United States, FLIR’s default shipping method is FedEx International Priority service or, within Canada, FedEx Priority Overnight. All prices quoted (including repairs, parts and goods) are C.P.T (Carriage Paid To) from FLIR’s facilities.

b. If the Purchaser is located in The European Union or the United States, FLIR’s default shipping method is FedEx International Priority Distribution service, and all prices quoted (including repairs, parts and goods) are D.D.P. (Delivered Duty Paid), with the exception of freight charges, to Purchaser’s location.

c. If Purchaser chooses to arrange its own shipping method and bear the cost of shipment, all prices quoted (including repairs, part and goods) are E.X.W. (Ex Works) from FLIR’s facilities. All responsibility for risk of loss or damage will pass to Purchaser upon delivery of Product to carrier. Shipments from FLIR are not insured and the Purchaser acknowledges that it is the Purchaser’s responsibility to obtain shipping insurance.

FLIR will use reasonable efforts to process orders within 24 hours of placement. Shipping times are subject to the estimated Federal Express transit times and fees as described at https://www.ptgrey.com/Corporate/Shipping-and-Delivery-Times. Webstore orders have a fixed shipping fee, regardless of the size of the order.

 

7. ASSIGNMENT AND RESALE

a. Purchaser will not assign an order, or any of Purchaser’s interest in an order, or any rights under these Terms and Conditions without the prior written consent of FLIR.

b. FLIR has distributor relationships in certain countries. Unless FLIR has provided written permission otherwise, Purchaser will not resell the Products in, to any person residing or located in, or to any person who Purchaser knows or has reason to know that person’s intention to resell the Products to any person residing or located in, any of the following countries: the People's Republic of China, Japan, Taiwan (R.O.C), South Korea, Singapore, Malaysia, Thailand, United Kingdom, or Ireland.

c. If Purchaser resells the Products to any person, Purchaser will: (a) require the person to whom the Products are resold to enter into an agreement containing restrictions which are no less stringent than those set out in sections 9 (Prohibited Applications), 10 (Compliance with Export Control Law) and 11 (Compliance with Sanctions Law), resale restrictions which are substantially the same as those set out in this section, and a limitation of liability in favour of FLIR which is substantially the same as section 15 (Limitation of Liability); and (b) indemnify FLIR and its affiliates, and their respective directors, officers, employees, contractors and agents, against any and all losses, damages, personal and bodily injuries, property damage, claims, counterclaims, complaints, disputes, demands, causes of action, liabilities, obligations, damages, legal fees, costs and expenses arising in connection with or as a result of the resale of such Products, including in connection with the use of such Products by any end-user consumers.

 

8. RETURN AND EXCHANGE

All Product returns require a Return Merchandise Authorization (“RMA”) number issued by FLIR. Please contact FLIR to receive an RMA number at  support@ptgrey.com. All returned Product shipments without an RMA number will be refused by FLIR and a refund will not be issued.

Returns and exchanges are subject to the following restrictions:

(a) Products must be returned within 30 days of the original date of purchase.

(b) Only Products purchased at regular list prices may be returned.

(c) Only orders of 4 items or less may be returned.

(d) Purchaser will be charged a 15% restocking fee for any return.

(e) The following Products may not be returned or exchanged:

                                 (1) Custom Products;

                                 (2) Board level cameras; and

                                 (3) Ladybug Products.

(f) All returned Products are subject to inspection by FLIR. FLIR will only accept Products returned in original condition. FLIR will return to Purchaser any Products displaying any misuse or damage or otherwise not in original condition.

(g) Products must be returned in the original manufacturer’s packaging. Products must be packaged for shipping in a separate shipping container with the RMA number clearly marked on the shipping container.

(h) Purchaser is responsible for all shipping costs relating to Product returns for any reason; original shipping charges will not be refunded by FLIR.

(i) If payable, FLIR will issue refunds in the same form as Purchaser’s original payment for the Products.

FLIR has sole discretion for returns, credit, replacement, exchange, repair or remedy of deficiencies.

 

9. PROHIBITED APPLICATIONS

The Purchaser acknowledges that the Products are not intended for use in:

              (a) in weapons-related or nuclear-related applications;

              (b) the human body (e.g., endoscopic cameras, implantable cameras, etc.); and

              (c) applications where the failure of the Product reasonably would be expected to result in personal injury, death or property damage,

              (collectively, “Prohibited Applications”).

The Purchaser will not use the Products for any Prohibited Applications. If FLIR, in its sole discretion, determines that the Purchaser uses or is about to use the Products for any Prohibited Applications, FLIR or its distributors may immediately stop supplying Products to the Purchaser without liability.

 

10. COMPLIANCE WITH EXPORT CONTROL LAW

By placing an order for Products from FLIR, Purchaser represents and warrants to FLIR that it is in compliance with and will comply with all applicable export control laws, with respect to the export, re-export, transfer, sale and any other disposition of FLIR Products, technology, including technical data and technical assistance, and software supplied by FLIR (other than publicly available technology, and software).

The Purchaser agrees that all Products, technology, including technical data and technical assistance, and software supplied by FLIR, and any product produced thereof, will not be exported, re-exported, transferred, sold or otherwise disposed of by the Purchaser unless permitted under the export control laws of Canada in force at the time of any such disposition. For the purposes of this section, the export control laws of Canada mean the Export and Import Permit Measures Act and any regulations, directives, notices, orders, policies, guidance, or advisory opinions issued thereunder.
 

11. COMPLIANCE WITH SANCTIONS LAW

(a) The Purchaser:

     (i)      is and will at all times be in compliance with the requirements of all applicable sanctions law; and

     (ii)     will not use the proceeds of any transaction and will not, directly or indirectly, make available any such proceeds to any person, in any manner that could result in a violation of any applicable sanctions law.

(b) The Purchaser is not owned or controlled directly or indirectly by a person, including any entity, with whom dealings are prohibited under applicable sanctions law.

(c) For the purposes of this section, “sanctions law” means any trade and economic sanctions law imposed by Canada or other applicable jurisdiction or by the United Nations Security Council restricting or prohibiting trade, financial transactions or other economic activity involving or with a named country, state or territory or person; and includes any regulations, directives, notices, orders, resolutions, policies, guidance, or advisory opinions issued thereunder.

 

12. GOVERNING LAW

All sales of Products, and these Terms and Conditions, will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, including the applicable federal laws of Canada, but excluding that body of law applicable to choice of law. The United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such convention, if otherwise applicable, will not apply to any order or sale of Products. Purchaser consents and attorns to the jurisdiction of the courts of British Columbia for any suit, action or proceeding arising out of these Terms and Conditions.

 

13. WARRANTIES

All Products have a one, two or three year limited warranty for parts and labour on material and manufacturing defects, and a corresponding period of telephone and e-mail technical support; specific warranty periods can be found at http://www.ptgrey.com/point-grey/10185. The warranty may only be claimed by the original Purchaser of a Product and will be void if Products are resold. FLIR will, at its option, either repair or replace the damaged Product. FLIR does not warrant compatibility of Products with non-FLIR products. Warranty is void if any proprietary labeling is removed. Repaired or replaced Products are covered by the warranty described in this section for the remainder of the original Product warranty period or 90 days, whichever period is longer.

FLIR will not be responsible for any defect in the Products due to physical damage to the Products as a result of improper handling during or after shipment, misuse, neglect, improper installation or operation (including but not limited to radioactive or other dangerous environments), repair, alteration, accident or for any other cause not attributable to defective workmanship on the part of FLIR.

FLIR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

14. REPAIR

Repair service may be requested via support@ptgrey.com. Products may be returned for repairs up to seven years after their original purchase date. The Purchaser will pay any repair fees assessed by FLIR for products that are not covered by the warranty described in section 13 (Warranties) above. Repaired products will have a hardware warranty period of 90 days from the date of shipment. FLIR may, at its discretion, exclude from this repair policy any Products that:

     (a) have been, or show any signs of being, misused, damaged or modified by Purchaser; or

     (b) are beyond reasonable reparability.

 

15. LIMITATION OF LIABILITY

IN NO EVENT WILL FLIR OR ITS REPRESENTATIVES BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA) RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FLIR'S LIABILITY WILL NEVER EXCEED THE TOTAL PRICE PAID BY PURCHASER HEREUNDER. FLIR WILL HAVE NO LIABILITY FOR ANY INDIRECT OR PUNITIVE DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

 

16. WAIVER

Failure of FLIR to insist upon strict performance of any provisions of these Terms and Conditions will not be deemed a waiver of its rights and remedies.

 

17. MODIFICATIONS AND AMENDMENTS

No amendment, modification or substitution to these Terms and Conditions by Purchaser, including by the use of additional documentation, is valid or binding on FLIR unless it is in writing and signed by FLIR.

 

18. SEVERABILITY

In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms and Conditions will remain in full force and effect and be construed to best effectuate the intention of the parties hereto.

 

19. FORCE MAJEURE

FLIR will not be liable for any delay or failure in performance, including delay or non-shipment, caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, delayed issuance of export licenses, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond the reasonable control of FLIR.

 

20. HEADINGS

The section headings used in these Terms and Conditions are for convenience of reference only and will not affect the construction or interpretation of these Terms and Conditions.

 

21. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between FLIR and Purchaser with respect to the purchase of Products. THESE TERMS AND CONDITIONS ARE INTENDED TO SUPPLEMENT, BUT ARE EXPRESSLY SUBORDINATE AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN ALL APPLICABLE SOFTWARE LICENSE AGREEMENTS AS WELL AS TO ANY LICENSE, DEVELOPMENT, SUPPORT, BETA TEST, EVALUATION OR DISTRIBUTION AGREEMENT, OR ANY OTHER WRITTEN SALES AGREEMENT (“THE AGREEMENTS”) PREVIOUSLY OR SUBSEQUENTLY ENTERED INTO BETWEEN THE PURCHASER AND FLIR. THE AGREEMENTS WILL SUPERCEDE ANY INCONSISTENT PROVISIONS IN THESE TERMS AND CONDITIONS IN RESPECT OF THE SPECIFIC PRODUCTS TO WHICH THEY RELATE WHILE THE AGREEMENTS ARE SUBSISTING. Any terms and conditions contained in or attached to purchase orders submitted by Purchaser do not form part of The Agreements, and any such terms and conditions are hereby expressly rejected by FLIR.