General Terms of Sale - Dispelix Samples
Last updated 6 July 2020
1.1 Dispelix Oy (“Dispelix”) has developed certain optical see-through near-to-the-eye technology.
1.2 This “Agreement” shall mean these General Terms of Sale, together with the relevant offer of Dispelix accepted by Customer. “Customer” shall mean the company addressed in the offer of Dispelix.
If Products are purchased from Dispelix by a trading house, then “Customer” shall mean the final customer for the Products which customer shall be identified by the trading house to Dispelix, and the relevant offer is the offer of Dispelix accepted by the trading house. The trading house shall provide the Products to the identified Customer only and always only subject to all terms of this Agreement. The trading house shall keep in confidence all confidential information received in connection with this Agreement.
1.3 Dispelix is not bound by and hereby expressly rejects Customer’s general conditions and any additional or different terms or provisions that may appear on any document used by Customer (or a trading house, if applicable), unless Dispelix has expressly agreed to amend a certain term in this Agreement by a document signed by an authorized signee of Dispelix which expressly refers to a specific term of this Agreement to be amended.
1.4 With this Agreement, Dispelix agrees to supply certain sample waveguide units to Customer (if applicable, via a trading house) as specified in the relevant offer (“Product(s)”), and Customer (and a trading house, if applicable) agrees to purchase the Products and comply with all terms of this Agreement when using the Products.
2. LIMITED RIGHT TO USE PRODUCTS
2.1 The Products provided by Dispelix are development samples. The Products are provided to Customer for Customer’s evaluation and testing purpose only and subject to all terms of this Agreement. Customer may not use Products for any other purpose than as specifically authorized by Dispelix in this Agreement.
2.2 Customer shall in no event reverse engineer, disassemble, open, try to derive the structure or logic, copy, modify or make any reproduction of any Products, and Customer shall ensure that no third party does this either. Customer may not sell or otherwise provide Products to a possession of any third party.
2.3 Subject to all restrictions of Section 2.2, Customer has a right to use Products for building Customer’s demonstration device incorporating a Product and Customer has a right to publicly show and demonstrate the Products as part of its demonstration device for potential end-users and at trade fairs, provided the restrictions of Section 2.2. are strictly followed.
2.4 Customer understands that Products are in the development phase and include highly confidential information of Dispelix. Customer agrees to use utmost care with Products and related information. Customer also agrees to keep confidential and not to disclose to third parties its findings regarding Products.
2.5 Products are protected by various intellectual property rights, including but not limited they contain valuable trade secret information and other proprietary information of Dispelix. All intellectual property rights pertaining to the Products are owned by Dispelix (or its licensors). Nothing in this Agreement shall provide any exclusivity or transfer ownership or any licenses or other rights to the intellectual property rights of Dispelix (or its licensors) to Customer. There are no implied licenses or other implied rights granted under this Agreement by Dispelix to Customer (except the limited right to use the Products as authorized in this Agreement).
2.6 If Customer reports any findings or suggestions on the Products to Dispelix, then Customer grants Dispelix a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to freely use and exploit in all ways such findings and suggestions.
3. NO WARRANTY
3.1 Products, all information and materials are provided by Dispelix "AS IS", without any warranty. Dispelix does not make any warranties (express, implied or statutory) including without limitation any warranty of merchantability, fitness for a particular purpose, correctness or non-infringement. Further, Dispelix does not warrant that anything functions or is error-free or without defects. Dispelix has not made any safety tests and Dispelix gives no warranty and has no liability as to the safety or other aspects.
3.2 Dispelix shall not in any case be liable in contract, tort or otherwise, for any direct, indirect, special or consequential cost, damages or expense. Any use by Customer is solely at the Customer's own risk.
4.1 Customer (or a trading house, if applicable) shall pay the price set forth in the relevant offer. Any price is exclusive of value added tax (and any other taxes or levies). All taxes, duties and other similar charges are added on top of any price and shall be paid by Customer.
4.2 Customer (or a trading house, if applicable) will pay all invoices within thirty (30) calendar days as from the date on the invoice, unless another payment terms is agreed on the relevant offer.
5. CONFIDENTIAL INFORMATION
5.1 All confidential information disclosed by Dispelix shall remain the property of Dispelix and Customer shall not use confidential information for any purpose other than for the purpose of this Agreement and shall not disclose confidential information to any third party and Customer shall protect confidential information against disclosure to third parties with at least the same degree of care with which Customer protects its own confidential information but with not less than a reasonable degree of care.
5.2 Customer shall limit the circulation of confidential information to such employees of Customer that have a need to know confidential information in order to carry out the purpose of this Agreement provided that such employees are bound by appropriate confidentiality obligations.
5.3 Confidentiality obligations do not apply to information which is independently developed by Customer without use of or reference to confidential information of Dispelix, nor to information received by Customer from a third party without a duty of confidentiality towards Dispelix.
6.1 This Agreement shall be governed by the laws of Finland, without regard the rules on conflict of laws.
6.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
6.3 For the sake of clarity, nothing shall be deemed to limit a right to seek temporary injunctive relief or to enforce an arbitration award in any applicable and competent court of law.
6.4 i) Customer shall follow all export control laws and regulations relating to Products; ii) this Agreement shall not be assigned or transferred by Customer in whole or in part without a prior written consent of Dispelix; iii) neither party's failure to exercise any of its rights under this Agreement shall constitute a waiver of those rights or any other rights hereunder; iv) if any term of this Agreement is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and the void, illegal or unenforceable term shall be replaced by a new one being as close to the replaced term as legally possible.