Legal information

Article 1 - Application of General Terms and Conditions of Sale

Upon the placement of a Purchase Order, the CUSTOMER shall be deemed to have accepted these general conditions, as well as, if applicable, those specific conditions determined at the time the order is placed, regardless of any clause to the contrary which may figure in the CUSTOMER’s documentation. The contents of catalogues and other notices are for information purposes only, and are subject to modification by SpinetiX at any time, without notice. Any modification of these general conditions of sale, regardless of their nature or purpose, must be accepted by SpinetiX in writing.

Article 2 - Purchase Orders

• Except as may otherwise be provided; offers shall remain in effect for thirty (30) days.
• Orders made verbally shall not be considered valid until receipt of a written confirmation on the letterhead, email or fax of the CUSTOMER.
• The CUSTOMER must notify to SpinetiX of any desire to cancel or modify an order within eight days after placing such Purchase Order. In the event of any cancellation or modification which may occur after this deadline, the CUSTOMER shall reimburse SpinetiX for all additional expenses SpinetiX may incur by reason of this cancellation or modification.

Article 3 - Delivery and Delivery Costs

• Dates of delivery are provided ex-works for information purposes only. Deliveries which are less than one month late shall not entitle the CUSTOMER to cancel the order, to refuse the products or the services, or to make a claim for damages. In addition, SpinetiX shall not be bound by any delivery dates which may have been established in the event that the CUSTOMER has not  effected timely payments to SpinetiX, as regards the current or a prior order.
• The CUSTOMER shall pay for the shipping and handling costs associated to each order. SpinetiX will include in each offer the  applicable delivery charges depending on volume, place of destination and shipping time.
• The CUSTOMER shall be responsible for the payment of all duties, taxes and other official charges as well as the costs of carrying out customs formalities payable upon importation of the Products, when applicable. The CUSTOMER must verify the condition of the products received. Consequently, any claim (such as for missing or damaged products, or for products which do not correspond to those  ordered) must be made by the recipient on the shipper’s receipt, and confirmed by registered mail to the shipper with copy to SpinetiX within three days. The fact that the CUSTOMER may have a claim against the shipper shall not entitle the CUSTOMER to refuse the products, or to delay or reduce the payment of the agreed purchase price. No claim may be made except as provided above.
• SpinetiX ships the ordered products from France for the needs of its business. SpinetiX does not invoice VAT charges:
  • French Customers need to declare the VAT as specified by the CGI art 283-1 “régime d' autoliquidation de la TVA Française”.
  • For all our EU Customers outside the French territory, all our exports are VAT exempted (CGI art. 262 ter I).
  • The Customers outside the EU, included Switzerland, will eventually need to pay import taxes to their country’s custom.

Article 4 - Acceptance of Products

• All claims must be made by registered mail, return receipt requested within twenty (20) days after the CUSTOMER’s receipt of the products, or such products shall be deemed to have been definitively accepted by the CUSTOMER.
• SpinetiX’ responsibility shall be limited to the repair or modification of the product so that it conforms to the quantities ordered and specifications indicated. No product may be returned without SpinetiX’ prior written approval. All returns must be realized in the original product packaging.

Article 5 - Force Majeure

The following shall be considered to be events of Force Majeure, and thus shall relieve SpinetiX and the CUSTOMER of any liabilities which may result from its failure to fulfill its obligations: any event that is unpredictable and independent of SpinetiX’ control, and thereby prevents it from fulfilling its obligations, in particular, events such as fire, flood, total or partial transportation strikes, etc.

Article 6 - Warranty

• SpinetiX warrants its Products (which have not been modified or altered by the CUSTOMER or other person, and which have been used in conformity with all applicable instructions), Hardware parts and workmanship for a period of the Product life-time and Software parts for a period of ninety (90) days. This Warranty does not apply  in the event of incorrect handling or usage, breakage or the use of abnormal voltage. Please refer to SpinetiX hardware limited warranty agreement and Software End-User License and limited warranty agreement.
• The delivery to SpinetiX of products subject to Warranty shall be at the expense of the CUSTOMER; however, the return of such products subject to warranty shall be at the expense of SpinetiX. SpinetiX shall not, in the event of any delay in its performance of its warranty obligations, bear any liability as regards loss of profit or loss of use, or for direct or indirect consequential damages.
• All repairs shall be realized upon the CUSTOMER’s written request. The return of any product requires SpinetiX’ prior written consent, and all returns must be accompanied by a RMA (Return Material Authorization) number which may be issued only by SpinetiX’ Customer Services Department, as well as by a precise description of the defect or breakdown observed. These shall be subject to any particular characteristics of the product which may be described in the applicable specific conditions.
• Under no circumstance shall SpinetiX bear any liability for any physical damages (whether to persons or to equipment) of any kind which may have, directly or indirectly, resulted from the misuse of the product. Users of the product are advised to first verify that the product is fit for its intended use, and to conduct preliminary testing, if necessary, in order to learn of any potential risks and responsibilities which they may incur.

Article 7 - Prices

The prices indicated by SpinetiX on the certificates of delivery or on its order confirmations are exclusive of all applicable taxes. The prices contained in SpinetiX’ catalogues or brochures are provided for information purposes only, and are not binding. They may be modified upon thirty days’ notice, in particular in the event of an alteration of financial equilibrium or economic circumstances.

Article 8 - Terms of Payment

• The CUSTOMER may benefit from the following payment terms: 30% upfront and 70% 30 days from date of delivery.
• SpinetiX reserves the right not to ship the products before confirmation of payment of at least 30% of the order that has been received.
• The failure to pay any amount or partial amount when due shall result in the immediate suspension in the delivery of other orders, and full payment shall become immediately due and payable.

Article 9 - Penalties for Late Payment

Late payments shall be subject to interest in the amount of 1.5 times the legal interest rate, and shall accrue as of the date when payment is due until the date that the funds are made available to SpinetiX.

Article 10 - Legal Action

After having sent to the CUSTOMER a request to pay, SpinetiX reserves the right to institute legal action in order to recover the amounts it is owed.

Article 11 - Retention of Title

SpinetiX shall retain title to the Products described on the delivery slip until payment in full of their  purchase price, plus any applicable interest. In the event payment is not made when due, SpinetiX may, at SpinetiX’ option, repossess the Products, and the sale  shall then be automatically null and void. If the CUSTOMER has resold the products, SpinetiX may claim the purchase price, or that portion of the purchase price which remains unpaid, from the company or person who has so acquired the products.

Important

SpinetiX S.A. manufactures its hardware products from parts and components that are new or equivalent to new in accordance with industry-standard practices. SpinetiX warrants to the Customer in accordance with the following provisions that its branded hardware products, purchased by the Customer from a SpinetiX company or an authorized SpinetiX Reseller, will be free from defects in materials, workmanship and design affecting normal use, as long as the original End User continues to own or use the Product. The firmware installed in the hardware Product is covered by the SpinetiX End-User Software License Agreement and is guaranteed according to the terms of the Software Limited Warranty stated therein. In the event of discontinuance of product manufacture, SpinetiX warranty support is limited to two (2) years from the announcement of discontinuance. Products for which proper claims are made will, at SpinetiX’ option, be repaired or replaced. SpinetiX owns all parts removed from repaired products. SpinetiX uses new and reconditioned parts made by various manufacturers in performing repairs and building replacement products.

Exclusions

This Warranty does not apply to defects from: improper or inadequate installation, use or maintenance; actions or modifications by unauthorized third party or the Customer accidental or willful damage. This Warranty does not apply to the external power supply unit nor the internal memory medium.

Making a claim

To make a claim the Customer must request a RMA (Return Material Authorization) to SpinetiX, providing the proof of purchase, indicating name and address of the Reseller, date of purchase, model and serial number, name and address of the Customer and details of symptoms and configuration at time of malfunction, including peripheral and software used. Otherwise, SpinetiX may refuse the guarantee claim. Customer must send to SpinetiX the defective product at his expenses, along with all cables and accessories that came in the original package, properly packed in original or equally protective packaging together with details listed above and the RMA number provided to the Customer by SpinetiX.

Limitation and statutory rights

SpinetiX makes no other warranty, guarantee or like statement other than as explicitly stated above and this Warranty is given in place of all other warranties whatsoever, to the fullest extent permitted by law. In the absence of applicable legislation, this Warranty will be the Customer's sole and exclusive remedy against SpinetiX or any of its affiliates, and neither SpinetiX nor any of its affiliates shall be liable for loss of profit or contracts, or any other indirect or consequential lost arising from negligence, breach of contract, or howsoever.

SPINETIX PRODUCTS ARE NOT INTENDED FOR USE IN DIRECT LIFE SUPPORT APPLICATIONS WHERE MALFUNCTION MAY RESULT IN DIRECT PHYSICAL HARM OR INJURY TO PERSONS. NO WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE OFFERED.

This Hardware Limited Warranty Agreement shall be governed by and construed in accordance with the laws of Switzerland. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Hardware.

Important

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS, CONDITIONS AND RESTRICTIONS BEFORE INSTALLATION AND USE OF ANY SOFTWARE PROGRAMS PROVIDED BY SPINETIX S.A. OPENING THE SEALED SOFTWARE PACKAGE AND/OR INSTALLATION OR USE OF SUCH SOFTWARE PROGRAMS SHALL BE DEEMED TO CONFIRM YOUR ACCEPTANCE OF THESE TERMS, CONDITIONS AND RESTRICTIONS.

This License Agreement (this  «Agreement») is a legal agreement between you and SpinetiX S.A., a Swiss corporation («SpinetiX») for the accompanying software, associated media, printed materials, audiovisual content, and  «online» or electronic documentation (collectively, the «Product»). By installing or using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to all of the terms of this agreement, de-install all copies of the Product from your computer and return all Product materials to your distributor or SpinetiX for a refund of any license fees paid.

License

1. The Product is licensed, not sold. The Product is protected by copyright law and international copyright treaty provisions, as well as other intellectual property laws and treaties. You must not allow copies of the Product or any part of it to be made or distributed to anyone else. You may make backup copies of the software for archival purposes only.
2. SpinetiX grants to you a non-exclusive, non-sublicensable, license to use the Product for your own use only on a single computer.
3. The Product in source code form is confidential and SpinetiX’ protected trade secret and you may not attempt to reverse engineer, decompile, disassemble or otherwise decipher any portion of the Product. Reproduction and/or redistribution of any portion of the Product is specifically prohibited in the absence of a separate written agreement with SpinetiX.
4. All video, audio, and other content accessed through the Product is the property of the applicable content owner and may be protected by applicable copyright law. This Agreement gives you no rights to such content.
5. If you use the Product to create or distribute audio, video, or other content, SpinetiX is not responsible for such content, and you are solely responsible, for the property rights, legality, and regulation of all such content, including but not limited to  issues of copyright ownership and obscenity regulation worldwide.
6. SpinetiX retains all ownership and intellectual property rights in and to the Product. You agree to abide by the copyright law and all other applicable laws of Switzerland, including those relating to Switzerland export controls. You agree not to ship or re-export any portion of the Product to any destination to which it could not lawfully have been exported originally under those export controls.
7. If you breach this agreement SpinetiX may terminate this Agreement at any time by delivering notice to you. You may terminate this Agreement at any time by removing all copies of the Product from your computer or the player on which it is installed and destroying all Product materials. This Agreement is personal to you, and you agree not to assign your rights under it. This Agreement shall be governed by and construed in accordance with the laws of Switzerland relating to intellectual property in general, and to copyrights, patents, and trademarks in particular. You agree to submit all disputes to the exclusive jurisdiction of courts or tribunals located within the territorial boundaries of Switzerland.

Limited Warranty

SpinetiX warrants that the software will perform substantially in accordance with the accompanying user documentation for a period of 90 days from the date of receipt.

The product is provided without any other express or implied warranties, including without limitation warranties of merchantability or fitness for a particular purpose. SpinetiX shall not be liable: (a) for incidental, consequential, special, or indirect damages of any sort whatsoever, whether arising in tort, contract, or otherwise (including without limitation damages for loss of business profits, revenues, or information, or for business interruption) resulting from your use of the product or your inability to use the product, even if SpinetiX has been informed of the possibility of such damages; or (b) for any claim by any party other than you. In no event shall SpinetiX’ liability to you exceed the amount you originally paid for the  product. This limitation of liability shall not apply to liability for death or personal injury to the extent applicable law prohibits such limitation. Some states and jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you.

SpinetiX entire liability and your exclusive remedy shall be, at SpinetiX’ option, either (a) return of the price paid or (b) repair or replacement of the software. This Limited Warranty is void if failure of the software has resulted from abuse, or misapplication. Any replacement software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. Neither these remedies nor any product support services offered by SpinetiX are available without proof of purchase from an authorized source.

SpinetiX and HMP Hyper Media Player are registered trademarks, and all logo and graphic designs are trademarks of SpinetiX S.A. Other product and company names appearing in SpinetiX S.A. products and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used in any SpinetiX S.A. products and materials are the exclusive property of their respective owners.

SpinetiX adopts the Incoterm-rules of the ICC (International Chamber of Commerce). The Incoterm 2011 revision has been adopted by SpinetiX since the 1st of January 2011 and all commercial documents have been updated accordingly.

By accepting the HMD Terms and Conditions, you accept that:

• SpinetiX can and will not replace lost cards and /or license keys
• The SpinetiX End-User Software License Agreement is entirely part of this HMD Terms and Conditions