In these General Conditions, the following terms shall have the following meanings:
Cockpit means our online services portal accessible on our Website, see https://cockpit.spinetix.com/;
Confidential Information means all information disclosed by SpinetiX or Customer to the other party whether orally or in writing that is designated as being confidential or that by its nature reasonably should be understood to be confidential given its content and/or the circumstances of its disclosure;
Contract means a contract between SpinetiX and a Customer for the sale of the Products or Services;
Customer means the person so described in the SpinetiX Offer, or if none, in the Order Confirmation, who purchases the Products or Services from SpinetiX. Customer is also referred to below as “you”;
Data means any data (including Personal Data), content (including pictures and other visual content), your SpinetiX player data, and other information about your business, products, or services that is provided by a Customer to SpinetiX;
Deliverables means the deliverables that SpinetiX agrees to provide to the Customer pursuant to the Services;
EULA has the meaning described in clause 13;
General Conditions means these General Terms and Conditions of Sale;
Order Confirmation means a written confirmation by SpinetiX setting out the terms of the Contract created by Customer’s acceptance of the terms of a SpinetiX Offer;
Personal Data means personally identifiable Data regarding the Customer or its personnel, including contact information, addresses, payment information, and the like;
Price means the price of the Products or Services (excluding VAT);
Products means SpinetiX’s products (including Software and any associated materials);
Return Material Authorization Procedure means the return material authorization procedure set out from time to time on our Website, see https://www.spinetix.com/legal/return-merchandise-authorization-rma-process;
Schedule means a schedule to these General Conditions;
Services means services provided by SpinetiX or its subcontractors;
Software has the meaning described in clause 13;
SpinetiX means SpinetiX AG and/or its affiliates. SpinetiX is also referred to below as “us”;
SpinetiX Offer means an offer by SpinetiX to supply any Products or Services in response to an enquiry from a Customer; and
Website means SpinetiX’s website, see https://www.spinetix.com.
2. Application of General Conditions
2.1 These General Conditions are applicable to and govern your purchase and use of the Products and Services. You should read these terms carefully as they affect your legal rights and govern your relationship with us.
2.3 By using our Products or Services, you also represent that you have legal capacity to accept these General Conditions. If you use or purchase our Products or Services on behalf of a company or any other legal entity, you are representing that you have full right and authority to accept these General Conditions on behalf of that entity. In such case, Customer/you includes such legal entity and its Affiliates.
2.4 If you do not agree (or cannot comply) with these General Conditions, then your sole remedy is to refrain from purchasing our Products or Services and/or stop using any Services. Accordingly, failure to accept these General Conditions means you are not permitted to purchase or use the Products or Services.
2.5 Any modification of these General Conditions by the Customer, regardless of their nature or purpose, including any terms contained in any of Customer’s documentation which conflict with these General Conditions, will only be valid if accepted by SpinetiX in writing.
2.6 The contents of SpinetiX’s catalogues, brochures and other notices, whether hard copy or online, are for information purposes only, including with respect to prices, and are subject to modification by SpinetiX at any time without notice.
2.7 Additional terms may be applicable to individual Products or the Services, you will be notified of these terms and they will become applicable if you use such Products or Services.
2.8 SpinetiX’s on-line services are subject to the SpinetiX’s ‘Terms of Services’, as available on our Website, see https://www.spinetix.com/legal/terms-of-service.
3. Contract Creation/Order Confirmation
3.1 SpinetiX Offers, including the Prices therein and an initial estimate of the delivery date, shall remain in effect for 30 days from issue by SpinetiX, unless they are stated by SpinetiX in writing to have a different duration. If Customer does not accept a SpinetiX Offer within this period, the SpinetiX Offer will automatically lapse. Upon request, SpinetiX will issue a new SpinetiX Offer on the same or revised terms.
3.2 A valid contract between Customer and SpinetiX for the sale of a Product or Service shall be created only when Customer has accepted a SpinetiX Offer in writing or by performance of the parties (including payment by Customer and delivery by SpinetiX). SpinetiX will then issue an Order Confirmation which shall specify the delivery date, whether the delivery date is binding or an estimate only, and other delivery terms. These are deemed to be accepted by the Customer unless the Customer immediately notifies SpinetiX in writing.
4. Delivery and Delivery Costs
4.1 Normally, delivery of Products will be Ex-Works Incoterms 2010, Lausanne (Switzerland), or Montceau-les-Mines (France), or Rotterdam (Netherlands) as specified in the Order Confirmation. Customer shall therefore pay for any applicable transportation, insurance and the payment of all applicable duties, taxes and other official charges payable upon importation of the Products, and the costs of related customs formalities. Customer shall bear any applicable handling and packaging costs for any deliveries which are not Ex Works.
4.2 Any disputes with the carrier of the Products after delivery Ex-Works or any other agreed delivery term where Customer has paid for the transportation charges shall be the sole responsibility of Customer. Customer shall inform SpinetiX in writing of any such dispute. The fact that Customer may have a claim against the carrier shall not entitle Customer to refuse the Products, or to delay or reduce the payment of the Price.
4.3 SpinetiX shall provide the Deliverables in accordance with the SpinetiX Offer.
4.4 SpinetiX shall not be bound by any binding delivery dates unless specified in an Order Confirmation (or otherwise SpinetiX agrees in writing). In any event SpinetiX shall not be bound by any binding delivery dates if the Customer has failed to make timely payments of the Price under that Contract, or another current Contract.
4.5 Subject to clause 4.4, Customer shall only be entitled to cancel a Contract for late delivery in cases where a delivery is more than 30 days late. Apart from cancellation, Customer shall have no other remedies for late delivery.
5. Acceptance of Products and Services/Return of Defective Products
5.1 Claims that the Products received by Customer are not those which were ordered, or that the number received does not correspond to the number ordered must be made in writing within 10 days after their receipt by Customer. Failing receipt of such a claim, the Products shall be deemed to have been definitively accepted by Customer unless the Products failed to function correctly within their first 24 hours of operation and the end-customer has notified Customer, and Customer has notified SpinetiX, of a suspected ‘Dead on Arrival’ in accordance with SpinetiX’s Return Material Authorization Procedure, see https://www.spinetix.com/legal/return-merchandise-authorization-rma-process, within the sooner of:
(a) 30 days from receipt of the Product by the Customer; or
(b) 10 days from receipt of the Product by the end-customer. SpinetiX’s responsibility in respect of such a claim shall be limited to the supply of Products functioning correctly and in the quantity and according to the specification ordered.
Under no circumstances shall SpinetiX have any responsibility for hardware Products returned to it, unless the Return Material Authorization Procedure has been followed.
5.2 SpinetiX shall have no responsibility for Products lost or damaged after delivery Ex-Works or under any other delivery term.
5.3 The Services shall be deemed accepted upon the Customer’s receipt of the final deliverables of the Services. Claims that the Services provided by SpinetiX or that the resulting Deliverables received by Customer are not those which were ordered, or fail to satisfy the conditions of the Contract must be made in writing within 14 days after their receipt by Customer (for avoidance of doubt, such period applies to any iteration of the Deliverable delivered to the Customer). No claims shall be accepted after such period. SpinetiX shall have no responsibility for Deliverables that are damaged or corrupted after delivery.
6. Terms Specific to the Services
6.1 SpinetiX may, in its sole discretion, provide the Services itself or through any third-party subcontractors. You understand and agree that in the provisions of the Services, your Data may be sent by SpinetiX to its subcontractors and that you may be contacted directly by such subcontractors.
6.2 You may request the Services through communications with SpinetiX personnel via email or other means. To receive certain Services, you must fill in a questionnaire that will be provided to you by SpinetiX, and based on the information provided to SpinetiX, SpinetiX will generate a quotation for the Services.
6.3 To accept the quotation for Services, you must pay the full amount (or such other partial amount specified on the quotation). Following SpinetiX’s receipt of your payment SpinetiX will provide the Services pursuant to your request.
6.4 You will promptly make available any of your Data necessary for SpinetiX to perform the Services. SpinetiX is not responsible for any delays caused by your failure to promptly provide SpinetiX with the required Data.
6.5 We provide our Services with a commercially reasonable level of skill but unless otherwise specified in these General Conditions or any other applicable terms for a Service, THE SERVICES AND ANY DELIVERABLES ARISING FROM THE SERVICES ARE PROVIDED ‘AS IS’ AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR OTHER PROMISES (INCLUDING MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT). SPINETIX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES. For the avoidance of doubt, all disclaimers and limitations set forth in these General Conditions also apply to the Services.
6.6 SPINETIX DOES NOT WARRANT THAT YOUR USE OF THE SERVICES OR DELIVERABLES WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM DEFECTS, OR THE DATA PROVIDED BY THE SERVICES IS ACCURATE OR COMPLETE.
6.7 The Services do not include any travel or services at your site or sites.
7. Force Majeure
SpinetiX shall have no liability to Customer if it is prevented from or delayed in performing its obligations under any Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SpinetiX or any other person), non-performance by third parties including internet service and hosting providers, third party server downtime or unavailability, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, earthquake, fire, flood, storm, or other natural disasters, default of suppliers or sub-contractors. SpinetiX will use its reasonable efforts to notify Customer of any such occurrence as soon as possible.
8. Warranties/Limitation of Liability
8.1 SpinetiX warrants its Products according to Schedule 1.
8.2 The warranties in Schedule 1 are Customer’s sole and exclusive remedy against SpinetiX, the Products therefore are provided without any other express or implied warranties or other promises (including warranties of merchantability or satisfactory quality, fitness for purpose, or non-infringement).
8.3 The warranties in Schedule 1 are not applicable in cases where Customer:
(a) has failed to pay the Price of the Products in question, even if Customer’s own end-customers have paid for the Products, or if payments are overdue in respect of any other Products; or
(b) Customer fails to comply with the Return Material Authorization Procedure.
8.4 SpinetiX shall not be liable to the maximum extent permitted under applicable law whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, sales, revenues or savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising or otherwise resulting from the use of the Products or any inability to use the Products. SpinetiX shall not be liable for any of the losses described in this clause 8.4 even if you have informed SpinetiX of the possibility of such losses. SpinetiX shall also not have any liability as described in this clause 8.4 in the event of any delay in the performance of its warranty obligations.
8.5 SPINETIX PRODUCTS AND SERVICES (OR DELIVERABLES) ARE NOT INTENDED FOR USE IN DIRECT LIFE SUPPORT, HEALTH OR MEDICAL APPLICATIONS WHERE A SYSTEM OR COMPONENT MALFUNCTION MAY RESULT IN PHYSICAL HARM OR INJURY TO PERSONS. SPINETIX GIVES NO WARRANTIES IN RESPECT OF USE ITS PRODUCTS OR SERVICES (OR DELIVERABLES) IN DIRECT LIFE SUPPORT, HEALTH OR MEDICAL APPLICATIONS.
8.6 In no event shall SpinetiX’s liability to Customer exceed the Price of the Products in question.
8.7 In all cases SpinetiX will not be liable for any loss or damage that was not reasonably foreseeable.
8.8 SpinetiX gives no warranties in respect of any training it may carry out for Customer.
8.9 The warranties given hereunder are to Customer only.
8.10 Customer shall indemnify and hold SpinetiX harmless from any claims in relation to the Products or Services which extend or increase SpinetiX’s liability beyond these General Conditions. Customer shall indemnify SpinetiX against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by SpinetiX:
(a) arising out of, or in connection with, any claim made against SpinetiX by a third party for death, personal injury or damage to property arising out of or in connection with defective Products or Services, to the extent that the defect is attributable to the acts or omissions of Customer, its employees, agents, sub-licensees or subcontractors; and
(b) when the Products are exported by Customer outside the country to which SpinetiX delivers them and the Products are found not to have complied with any laws and regulations affecting the manufacture, sale, packaging and labelling of the Products, or such exports are in breach of any international sanctions or other restrictions on exports.
8.11 In the event of any claim that your use of the Products, Services, or Deliverables infringes the intellectual property rights of a third party, you shall immediately notify SpinetiX, permit SpinetiX to have sole conduct of the claim at SpinetiX's expense, including defending or settling such claim at SpinetiX's discretion. SpinetiX may procure the right for you to continue using the Products, replace or modify the Services or Deliverables so that they become non-infringing or, if such remedies are not reasonably available, terminate the relevant Services and withdraw the infringing Product (including any related support or services of such Product) on 7 days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
8.12 Nothing in these General Conditions or in respect of any Contract shall limit SpinetiX's warranties or liability for losses which may not be lawfully limited or excluded by applicable law.
9.1 The Price shall be indicated by SpinetiX in the SpinetiX Offer except that pricing relating to the delivery terms are described in the Order Confirmation. Prices exclude all applicable VAT, sales or withholding taxes which if applicable shall be payable by Customer.
9.2 SpinetiX reserves the right by written notice to change the terms of payment granted to Customer at any time before Customer has accepted a SpinetiX Offer.
9.3 Please note that your bank and/or credit company (if paying by credit card) may charge you additional fees which are payable by you in full. Please contact your bank or credit card company for more details. In any event you must ensure that you pay the Price in full without any deductions for bank, credit card or other third-party charges.
10. Terms of Payment
10.1 Customer shall pay SpinetiX 100% of the Price in advance, i.e. before delivery, unless a SpinetiX Offer provides otherwise.
10.2 In some cases, SpinetiX may require a non-refundable reservation deposit in advance to cover the production charges. The deposit is not refundable if Customer cancels the Contract.
10.3 SpinetiX reserves the right by written notice to change the terms of payment granted to Customer at any time before Customer has accepted a SpinetiX Offer.
11. Late Payment
11.1 In the event of Customer’s failure to pay the Price in whole or part under any Contract, or any other amount owing to SpinetiX when due, SpinetiX may in relation to that Contract and any other Contracts, suspend its business relationship with Customer, including suspending all the open deliveries, Services, Product reservations, technical support to Customer and warranties for Products or Services. This suspension shall apply whether or not the Products or Deliverables are in possession of Customer or any other person, including any end-customer. SpinetiX may also take legal action against Customer to recover such amounts. To end this suspended status, Customer must pay SpinetiX all the due amounts (plus interest as described in clause 11.2 and any costs that SpinetiX has incurred due to the late payment), including but not limited to currency conversion losses, bank charges, administration charges, and Product reservation charges.
11.2 Late payments shall be subject to interest in the amount of 2% over the 1-month LIBOR rate (or nearest equivalent) for the currency applicable to the Contract, with a minimum of 2% per annum, and shall accrue as of the date when payment is due until the date that the funds are received by SpinetiX.
11.3 If anyone in possession of a Product or Deliverable for which SpinetiX has suspended the warranty as above makes a claim against SpinetiX in respect of that warranty suspension, Customer shall indemnify and hold SpinetiX harmless against that claim.
12. Retention of Title
SpinetiX shall retain title to the Products and Deliverables until payment in full of the Price, plus any applicable interest. In the event payment is not made when due, SpinetiX may, at SpinetiX’s option, repossess the Products or Deliverables, and the sale shall then be automatically null and void. If Customer has resold the Products or the Deliverables, SpinetiX may claim the Price, or that portion of the Price which remains unpaid, from the person who has so acquired the Products or Deliverables.
Software (including widgets) and/or firmware installed in hardware Products or Deliverables (Software) is subject to SpinetiX’s End-User Software License Agreement (EULA) as available on our Website, see https://www.spinetix.com/legal/end-user-license-agreement. The applicable EULA is hereby incorporated by reference in its entirety. Customer acknowledges and agrees that its rights and obligations to use the Software is described in the EULA.
The supply of Products is subject to SpinetiX's policies posted on our Website. Customer agrees that it is its responsibility to understand and comply with these policies, as applicable. SpinetiX’s policies may be updated from time to time upon notice including via our Website, see https://www.spinetix.com/legal.
15. Use of Your Data and Personal Data; Data Protection
15.1 While requesting, ordering, or using Products or Services, you may send certain Data, including Personal Data to SpinetiX.
15.2 You represent and warrant that you own all right, title and interest in and to all your Data or have the right to grant all the permissions, licenses and rights regarding your Data granted to SpinetiX pursuant to these General Conditions.
15.4 You agree that we may use, process, host, copy and transmit your Data on a worldwide, royalty-free, non-assignable, and non-exclusive basis as necessary for us to provide you with the Products and the Services (including the Deliverables) and the purposes described below in clause 15.5. You also agree that our subcontractors that perform the Services for you on our behalf may use your Data for the same purposes and on the same basis.
15.5 We may use your Data for the purposes described below:
(a) for improving the Products, Services, our Website and Cockpit;
(b) for statistical purposes, including analysis of your and other users’ use of our Products, Services, Website and Cockpit;
(d) for marketing purposes, including contacting you with offers regarding SpinetiX or its Products or Services;
(e) we may also use your Data, including SpinetiX Player data, for notifying you by SMS and or email of the status of changes to your SpinetiX Players. We may also use your SpinetiX Player data to:
- (i) provide Services;
- (ii) for maintenance purposes; and
- (iii) understanding SpinetiX Player performance under different environmental, operational or configuration conditions and to make updates or improvements to SpinetiX Players;
(f) we may access the content displayed in your SpinetiX Players if needed for maintenance and support purposes and to test the resolution of any technical issues. We will not access or use your content for any other purpose and we will keep your content confidential, safe and secure. We will not provide content displayed in your SpinetiX Players to any third party except where maintenance services are provided by a distributor or a dealer and in such case, you agree that they may access your content for maintenance and support purposes and to test resolution of any technical issues; and
(g) on installation of the Software on your computer and/or activation of a SpinetiX player or electronic equipment certain data will be communicated to SpinetiX’s computer systems which depending on the Software type may include the hour of installation, computer name, CPU, player serial number, version of software and/or firmware, IP address, and geographical location of the IP address. You agree that SpinetiX may use this data for verification that the Software is being used in accordance with these General Condition and this EULA, and any other applicable terms and conditions, and for statistical and marketing purposes.
15.6 Notwithstanding the above, we will only use your credit card number and related information for purposes of processing and confirming your payment for the Products or Services.
15.7 You acknowledge that use of your Cockpit account, the Products, Services, or Deliverables that interacts with third parties may give access to your Data to such third parties. Any use of your Data by such third parties will be subject to any terms and conditions imposed by that third party, which could include authorizations of use in addition to those authorized by these General Conditions.
15.8 We will maintain reasonable administrative, physical and technical safeguards for the protection of your Personal Data.
15.9 We are not responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.
15.10 If SpinetiX processes any of Customer’s Personal Data on Customer’s behalf when performing its obligations under any Contract, Customer shall be the data controller and SpinetiX shall be a data processor and in any such case:
15.11 Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the European Economic Area or the country where Customer is located in order that SpinetiX can carry out its obligations under that Contract;
(a) Customer shall ensure that it is entitled to transfer the Personal Data to SpinetiX so that SpinetiX may lawfully use, process and transfer the Personal Data on Customer’s behalf;
(b) Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
(c) SpinetiX shall process the Personal Data only in accordance with that Contract and any lawful instructions reasonably given by Customer from time to time.
16.1 SpinetiX and Customer agree to hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than for the purposes of any Contract.
16.2 SpinetiX and Customer agree to each take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of clause 16.1.
16.3 Customer acknowledge that details of the Products, SpinetiX’s specifications and the results of any performance tests of the Products, constitute SpinetiX's Confidential Information.
17. Consumer right to Cancel: Applicable to Consumer Purchases from our Website
17.1 Unless an exception listed in clause 17.2 applies, if you are a consumer you have the right to cancel a Contract for Services, or digital content not supplied in a physical medium, that you ordered from our Website for any reason, within 14 days of conclusion of the Contract. In such a case the following applies:
(a) you must inform SpinetiX AG of your decision to cancel the Contract before the end of the cancellation period by contacting us at legal [at] spinetix.com or by submitting to us the Cancellation Form available on our Website, see https://www.spinetix.com/legal/cancellation-form; and
(b) except as described in clause 17.2, we will reimburse all payments made to us by you for the cancelled Contract on the same means of payment, unless you expressly tell us otherwise.
17.2 The right of cancellation does not apply to:
(a) the delivery of sealed Software, audio or video content ordered from our Website that has been unsealed by you after delivery;
(b) a Service ordered from our Website, if SpinetiX or its subcontractor has fully performed the Service, and you accepted that when you placed your order on our Website that we could deliver it and that you could not cancel delivery once it started;
(c) a Service ordered from our Website, if you have accessed or used the Service during the cancellation period; and
(d) the supply of digital content which is not provided on a tangible medium ordered from our Website, if you accepted that when you placed your order on our Website that we could deliver it and that you could not cancel delivery once it started.
17.3 For the avoidance of doubt this clause 17 does not apply to business to business sales.
18.2 Any direct conflict between these General Conditions and the Terms of Services to the extent it relates to your use of online services shall be resolved in favor of the Terms of Services, and to the extent it relates to a use of a Product or the Services, shall be resolved in favor of these General Conditions.
18.3 Any direct conflict between these General Conditions and additional terms and conditions for a Service to the extent it relates to that Service shall be resolved in favor of the additional terms and conditions for that Service, and to the extent it relates to other matters, shall be resolved in favour of these General Conditions.
18.4 Any direct conflict between these General Conditions and the EULA to the extent it relates to Software shall be resolved in favor of the EULA, and to the extent it relates to other matters, shall be resolved in favour of these General Conditions.
19.1 Notices under any Contract must be given in writing. Notices in writing include by fax, email and we may publish notices on our Website.
19.2 If any part of these General Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
19.3 If you don’t comply with these General Conditions, and we do not take immediate action, this does not mean that we are giving up any of our rights, and we may take action in the future.
19.4 SpinetiX may make changes to these General Conditions or other conditions or policies applicable to your use of the Products from time to time. If we make any such changes, we will publish these on our website or otherwise inform you.
(a) With respect to Products, if you do not agree to these changes you may continue to use any such Products for which you have already paid for, but you may not be able to access your associated services and associated accounts e.g. for Cockpit; and
(b) With respect to the Services, if you do not agree to changes made pursuant to clause 19.3, you should stop using any Services or Deliverables and you may terminate the General Conditions by contacting us via email at legal [at] spinetix.com. If you have already prepaid for the Services that you have purchased directly from SpinetiX and you have not yet received the Deliverables, and you notify us via legal [at] spinetix.com of your disagreement with a material change in these General Conditions, then you can request a refund by contacting us via email at legal [at] spinetix.com. By continuing to use the Services or Deliverables you agree to the changes in the new terms or policies..
19.5 Each SpinetiX Offer, Order Confirmation, these General Conditions, together with SpinetiX’s policies, EULAs, and any other document referred to herein constitute the entirety of each Contract and supersede any previous arrangement, understanding or agreement between SpinetiX and Customer relating to the Products or the Services.
19.6 Customer may not assign or transfer any of its rights or obligations under any Contract, by operation of law or otherwise, without SpinetiX’s prior written consent. SpinetiX may at any time assign, transfer, mortgage or charge any of its rights or obligations under the Contract.
19.7 There are no third-party beneficiaries under these General Conditions or any Contract.
19.8 SpinetiX and HMP Hyper Media Player are registered trademarks, and all logo and graphic designs are trademarks of SpinetiX. Other product and company names appearing in the Products and Services are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used in the Products and Services are the exclusive property of their respective owners.
19.9 When we use words like including, include, in particular, for example or any similar expression, these are illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms. Also, words in the singular also mean the plural (and vice-versa) where the context permits.
19.10 These General Conditions and any Contract formed pursuant to them, shall be governed by the laws of Switzerland without regard to its conflict of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods of January 1, 1988 shall not apply to these General Terms and any Contract. SpinetiX and you irrevocably agree to the exclusive jurisdiction of the courts of Lausanne, Switzerland for the adjudication of any disputes arising under these General Conditions and any Contract.
Hardware: SpinetiX manufactures its hardware products from parts and components that are new or equivalent to new in accordance with industry-standard practices. SpinetiX warrants to Customer in accordance with the following provisions that its branded hardware Products, purchased by Customer from SpinetiX or an authorized SpinetiX distributor/reseller, will be free from defects in materials, workmanship and design affecting normal use, as follows:
- For HMP 130 and HMP 200 Products, until 2 years from its end of life (in accordance with SpinetiX’s end-of-life policies).
- For other hardware Products, for 36 months from the date of invoice to the Customer from SpinetiX or an authorized SpinetiX distributor.
Software: Subject to the limitations in the EULA, SpinetiX warrants that the Software (including firmware) will perform substantially in accordance with SpinetiX’s specification for a period of 30 days from the date of purchase.
Repair or Replacement: Products for which proper claims are made will, at SpinetiX’s option, be repaired or replaced. SpinetiX shall own all parts removed from repaired Products. SpinetiX uses new and reconditioned parts made by various manufacturers in performing repairs and building replacement Products. SpinetiX is not liable for in any respect, nor does it provide, any installation or re-installation service in respect of any repaired or replaced Products.
Exclusions: THESE WARRANTIES DO NOT APPLY TO, AND UNDER NO CIRCUMSTANCE SHALL SPINETIX BEAR ANY LIABILITY FOR ANY PHYSICAL OR OTHER DAMAGES WHETHER TO PERSONS OR TO EQUIPMENT OF ANY KIND, WHICH MAY HAVE RESULTED DIRECTLY OR INDIRECTLY FROM, MISUSE OF THE PRODUCTS, DEFECTS FROM IMPROPER OR INADEQUATE INSTALLATION, USE OR MAINTENANCE, ACTIONS OR MODIFICATIONS BY UNAUTHORIZED THIRD PARTIES OR CUSTOMER, OR ACCIDENTAL OR WILFUL DAMAGE. THESE WARRANTIES DO NOT APPLY TO THE EXTERNAL POWER SUPPLY UNIT NOR THE INTERNAL MEMORY MEDIUM.
Making a claim: To make a claim Customer must request a Return Material Authorization (RMA) from SpinetiX and then comply with the Return Material Authorization Procedure on our Website, see https://www.spinetix.com/legal/return-merchandise-authorization-rma-process. SpinetiX has the right to reject the warranty claim if the Customer does not follow and fully cooperate with the Return Material Authorization Procedure.
If you did not purchase your Products directly from SpinetiX then you must first contact the SpinetiX distributor/reseller from who you purchased the Product who will then inform you of the Return Material Authorization Procedure/warranty claim procedure to follow. SpinetiX is not able to accept returns or provide replacement or repaired products direct to customers who purchased the Product from a SpinetiX distributor/reseller (however SpinetiX will honour any valid warranty claim from SpinetiX distributor/reseller).
12 February 2018