(a) Sales by SC Inowize SRL (“Seller”) to the purchaser of Seller’s products (“Purchaser”) shall be governed by these general terms and conditions (“Terms and Conditions”). These Terms and Conditions, and any additional agreements executed by the parties shall constitute the “Agreement.” By ordering products from Seller or accepting products from Seller, Purchaser agrees to be bound by and accepts these Terms and Conditions, regardless of whether Purchaser signs these Terms and Conditions.
(b) All orders are subject to final acceptance by Seller. Purchaser’s order constitutes Purchaser’s unqualified acceptance of any written quotation from Seller upon which such order is based. Except as to quantity of goods ordered, no terms and conditions set forth in any purchase order or other form or document provided or submitted by Purchaser will apply to sales by Seller to Purchaser and such terms and conditions are rejected by Seller. The only terms and conditions applicable to any transaction between the parties shall be the terms and conditions in the Agreement. Any additional or different terms and conditions in any forms or documents submitted from Purchaser will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement or any purchase order or invoice related thereto.
(c) In the event of an express conflict between the terms of these Terms and Conditions and the terms of a separate written agreement entered into between the parties, the terms of the separate agreement shall control as to those specific items that are in conflict. In the event of an express conflict between the terms of these Terms and Conditions and the terms of any other document, the terms of the Terms and Conditions shall control. In the event of an express conflict between the terms of these Terms and Conditions and the terms included in an invoice provided by Inowize for products, as to such products only the terms of the invoice shall control.
(d) All goods sold to Purchaser shall be specified on Seller’s invoice and/or Proforma Invoice, together with any special conditions applicable to such goods, including but not limited to shipping requirements, technical specifications and requirements, and estimated delivery date.
Purchaser’s purchase order which is accepted by Seller may not be canceled, in whole or in part, unless and until Seller receives written notice of the cancellation, Seller has determined the cancellation charge to be applied, and Purchaser has accepted and paid the cancellation charge of Seller.
(a) All amounts due for products purchased from Seller are payable in accordance with the terms of the invoice provided by Seller. If no payment terms are provided in the invoice, payment is due in full within thirty (30) days from the date of invoice, unless different terms are set forth in Seller’s proposal or in a separate agreement executed by the parties. Unless specified otherwise in writing, payments must be made in USD.
If Purchaser fails to pay any invoices when due, Purchaser agrees to pay a late charge of (a) one and a half percent (1.5%) per month or (b) the maximum lawful rate permitted to be charged under applicable state law, whichever is less, on any past due balance. Invoices are paid when amounts are physically received by Seller and not when they are deposited in the mail.
(c) Unless otherwise agreed by the parties, Purchaser shall pay for all invoices via wire transfer utilizing the wire information provided by Seller.
Orders are accepted by Seller subject to delivery when available, at Seller’s prices in effect on the shipment date, unless otherwise agreed by the parties. Seller reserves the right to change prices in the event of fluctuations in the costs of materials, labor, or currency exchange rates.
The prices quoted by Seller do not include sums necessary to cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sales, distribution, or delivery of goods or furnishing of services hereunder. Any taxes or duties that are due and owing hereunder shall be paid by the Purchaser. Accordingly, Seller reserves the right to revise its price after the acceptance of an order from Purchaser to include any and all taxes or duties that may become due hereunder and Seller may invoice Purchaser for said additional amount. Purchaser shall provide Seller with completed exemption certificates for any tax from which Purchaser claims exemptions, and Purchaser shall notify Seller of any claimed exemptions prior to placing the order to which such exemption will apply.
(a) Shipping terms for products will be agreed to by the parties prior to Seller’s acceptance of the order for products and will be set forth in the invoice for such products.
(b) When Purchaser places an order and the parties agree that Seller will arrange shipping, the order will be shipped to an address designated by Purchaser as long as that shipping address is compliant with any normal shipping restrictions. Where shipping is arranged by Seller, the risk of loss for items purchased from Seller passes to Purchaser upon acceptance of goods by carrier at point of shipment (when delivered by common carrier) or upon delivery to Purchaser (when delivered by Seller or if so agreed in writing by the parties). Purchaser is responsible for filing any claims with carriers for damaged and/or lost shipments. Purchaser will be responsible for all shipping and related charges unless otherwise agreed in writing with the Seller. The method and route of shipping shall be at the discretion of Seller unless Purchaser shall specify otherwise, and any additional expense of the method or route of shipment specified by Purchaser shall be borne by Purchaser.
(c) Purchaser shall be responsible for timely obtaining any required authorization for receiving delivery of the goods purchased from Seller, including import licenses, exchange permits or any other governmental authorizations. Seller shall not be liable if any authorization is delayed, denied, revoked, restricted or not renewed, and Purchaser shall not be relieved thereby of its obligations under this Agreement, including its payment obligations.
(d) Any shipping dates stated by Seller are approximate, are not guaranteed, and do not constitute a term of this Agreement, and Seller shall have no liability to Purchaser for any damages of any kind whatsoever incurred by Purchaser arising from or related to delays in delivery of products, regardless of cause. Seller shall not be required to make any deliveries or arrange for any deliveries of products until all amounts, fees and charges due have been paid in full in cleared funds.
Purchaser shall inspect the products delivered immediately upon receipt for any defects or omissions and shall notify Seller in writing of any such defects or omissions within three (3) days from the date of delivery. Such written notice shall provide specific details of each such defect or omission. All claims arising from or based upon defects or omissions in products, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller provides written notice of such defects or omissions in accordance with the requirements of this Section. Purchaser will be deemed to have accepted the products and their condition if it does not provide timely notice of any defects or omissions pursuant to this Section.
(a) Purchaser shall at all times be fully responsible for the operation of the venue. The Purchaser is responsible for the compliance with all statutory obligations relating to the operation of any INOWIZE System. This shall include suitable and ample measures of data protection, youth protection, access for disabled persons (e.g. in accordance with ADA).
(b) Customer agrees to comply with any relevant anti-bribery and anti-corruption laws in the relevant jurisdiction (incl. e.g. FCPA). Purchaser will advise all persons and parties supervised by it of the requirements of such laws.
(c) Purchaser shall at all times ensure that it is in possession of any valid authorizations, permits and licenses necessary for the operation of the venue.
Seller shall not be liable for any loss, damage, detention, delay or failure to perform in whole or in part, resulting from any cause, contingency, or circumstance not subject to its reasonable control that prevents or hinders the manufacture or delivery of the products, including, but not limited to, federal, state, or municipal action, statute, ordinance, or regulation; strike or other labor trouble; fire damage to or destruction in whole or in part of products or manufacturing plant; the lack of or inability to obtain raw materials, labor, fuel, or supplies; acts of God, war, insurrections, riots, embargoes, shortages; non-delivery or delays arising from fire, floods, droughts, accidents, insurrections, lockouts, breakdown of machinery, commandeering of vessels carrying products, or for loss, damage, or delay in transit; or refusal of any necessary license or government restrictions (each a “Force Majeure Event”). If a delivery of products to Purchaser is delayed by a Force Majeure Event, the time of delivery shall be extended as necessary to accommodate such delay; provided that if a Force Majeure Event delays or is reasonably anticipated by Seller to delay delivery of products for more than thirty (30) days, Seller shall so notify Purchaser, and either party may then cancel delivery, upon which cancellation Seller will provide a refund to Purchaser of all amounts paid for such products
(a) Purchaser, for itself and its affiliates, employees, agents and contractors, hereby releases Seller from any and all claims, whether in contract, tort, strict liability or otherwise, for any direct, special, incidental, punitive or consequential damages for the death of or injury to persons or damage or destruction of property, labor costs, lost profits, or otherwise, which may result from or be incurred incident to Purchaser’s use, ownership or operation of the products. Seller shall not be liable to Purchaser for any claims or damages resulting from or caused by (i) claims against Purchaser by any other party; (ii) any act or omission of any other party, including end users and customers of Purchaser; and (iii) equipment or services furnished by a third party.
(b) Purchaser shall indemnify, defend and hold harmless Seller, its members, directors, officers, employees, agents and affiliates from and against all damages, losses or other liabilities, including without limitation for the death of or injury to persons or damage or destruction of property, and including reasonable attorney’s fees, resulting from any claims brought by third parties related to or arising from (i) any products or services purchased by Purchaser from Seller or provided to Purchaser by Seller; (ii) Purchaser’s performance of, or failure to perform, its obligations and duties under this Agreement; or (iii) any products or services offered to the public by Purchaser that incorporate or make use of the products purchased by Purchaser from Seller.
(c) As between Purchaser and Seller, Purchaser is responsible for determining whether any permits, certifications or other authorizations are required for installation, operation or use of the products in Purchaser’s facility. Seller shall have no liability to Purchaser whatsoever related to any failure to obtain any required permits, certifications or authorizations or any actions taken or penalties imposed by any local, state or federal governmental authority or regulatory body.
Purchaser shall not share, distribute, disclose or transmit any Confidential Information provided to it by Seller to any party other than to Purchaser’s employees for use in the ordinary course of their work for Purchaser. “Confidential Information” includes but is not limited to any non-public information, whether in written, oral, graphic or electronic or any other form, including, without limitation, manuals, publications, sketches, models, samples, designs or software, which is marked or indicated at the time of disclosure or observation as being confidential or proprietary or which would be deemed by a reasonable person to be confidential or proprietary. Purchaser shall be responsible for any disclosure by its employees of Confidential Information in violation of this Section. This Agreement shall be treated as Confidential Information.
(a) Seller shall have no liability to Purchaser for, and Purchase waives any claim it may have against Seller relating to, any claim, demand, lawsuit or proceeding by a third party alleging that the products purchased by Purchaser under this Agreement infringe such third party’s intellectual property rights, including patents, copyrights and trademarks.
(b) If Seller manufacturers products for Purchaser based on Purchaser’s specifications, designs or descriptions, Purchaser shall indemnify Seller against any claim, demand, lawsuit or proceeding by a third party alleging that such products infringe such third party’s intellectual property rights, including patents, copyrights and trademarks.
(c) Seller reserves the right to display Seller’s trademarks, logos and product descriptions on all products. Purchaser shall not remove or deface Seller’s trademarks, logos and product descriptions and will take reasonable steps to prevent such removal or defacement by third parties.
The Purchaser is responsible for the compliance with all statutory obligations relating to the operation of the INOWIZE Systems (including e.g. safety of premises).
To reduce the risk of personal injury, discomfort or property damage during playing, The Purchaser shall at all times comply with the following rules and make such rules adequately visible for the attention of its customers:
Customers with neurological distortions should consult their physician prior to playing. The game may be dangerous for their health;
If a customer experiences any of the following symptoms: dizziness, blurred vision, eye or muscle twitches, loss of consciousness, disorientation, any involuntary movement or convulsion while playing, he or she shall immediately discontinue playing and consult his or her doctor;
While playing, customers must undertake standard health and safety precautions, including avoiding playing the game when tired and not had much sleep, taking 10 to 15-minute breaks every hour and playing the game in a well-aired environment;
Customers must not play a game when he or she is tired, needs sleep, is under the influence of alcohol or drugs, hung-over, has digestive problems or suffers from emotional stress or anxiety. The game may be dangerous for the health of such customers;
Customers should be recommended seeing a doctor before playing if customers are pregnant, elderly, have pre-existing binocular vision abnormalities or psychiatric disorders, suffer from a hearing condition or other serious medical condition. The game may be dangerous for the health of such customers;
Minors below the age designated by the local regulations shall not be allowed to play the game. The age labels are visible on boards or screens. It must be ensured that the equipment can only be used, or a game can only be played, if the customer meets the age requirements or is accompanied by a person with custody or legal guardianship.
It is important to ensure that before using a device for the first time, customers familiarize themselves with the safety instructions and age requirements as well as the gaming environment and ensure that they can operate in a safe environment.
It must also be ensured that any restrictions in terms of height and weight are also visible on boards or screens. It must be ensured that the equipment is only used or a game is only played if the physical requirements are met.
Customers must confirm the following safety information:
I have no neurological complaints.
I am well rested and awake
I am not unfit to play due to alcohol consumption.
I am not under the influence of drugs.
I do not have digestive problems or am under emotional stress or suffer from anxiety.
I am not pregnant.
I do not have any abnormalities of spatial vision or psychiatric disorders.
I do not suffer from hearing impairment or any other serious medical condition.
The customer must be made aware that the INOWIZE systems show virtual objects and environments. These can neither actually be used nor can they be interacted with.
The Client shall be informed that in the event that the following symptoms and conditions should occur while using any of the INOWIZE systems: (i) dizziness, (ii) nausea, visual disturbances (e.g. blurred vision, double vision), (iii) eye or muscle twitching, (iv) eye pain or fatigue, (v) discomfort, (vi) loss of consciousness, (vii) disorientation, (viii) disturbances in balance, (ix) disturbances in hand-eye coordination, (x) lightheadedness, (xi) increased sweat production, (xii) increased saliva production, (xiii) fatigue, (xiv) involuntary movements or convulsions during play, (xv) seizures or twitching, including eye twitching, the use of the system and the game are to be discontinued immediately, and the staff is to be notified and a physician to be consulted.