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DISPL Rental Terms and Conditions of Goods
Applicability, Definitions.
1.1. The following DISPL Rental Terms and Conditions of Goods (hereinafter called ”Terms and Conditions”) apply to all - present and future - contracts entered into by DISPLAYFORCE GLOBAL LIMITED, a company governed and construed under the laws of the Republic of Cyprus, having its registered office at 1 Iapetou Str, 4101 Agios Athanasios, Limassol, Cyprus, registered in the register of the Ministry of Energy, Commerce and Industry Department of Registrar of Companies and Intellectual Property under the number HE433772 (hereinafter called “DISPLAYFORCE ” or “DISPL”) and the Customer for the lease/rent/hiring of the movable goods (manufactured and manufactured in the future, in the possession/ownership or purchased for lease/rent) and/or services of DISPL under these Terms and Conditions, unless other conditions are agreed by the Parties and stipulated by the relevant contract. If you purchase Goods via Website, these Terms and Conditions are part of the Additional Documents as defined in the DISPL Term of Service for Online Products (“Umbrella Terms”) available at https://displ.com/legal/terms-of-service-for-online-products.
These Terms and Conditions are effective as of the date you first click “I agree” (or similar button or checkbox) or placing of an order, signing and returning of pro-forma invoice and/or acceptance of the delivered Goods, and/or payment of an order, including payment via DISPL online services, whichever is earlier (the “Effective Date”). These Terms and Conditions do not have to be signed in order to be binding.
1.2. DISPL expressly objects to any application of the Customer’s differently formulated business terms and conditions.
1.3. These Terms and Conditions are between you and DISPL (“DISPL”, “we” or “us”). “You” means the entity you represent in accepting these Terms and Conditions or, if that does not apply, you individually as entrepreneur or representative of the partnership. This is a business transaction into which both parties are freely entering. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms and Conditions; (ii) you have read and understand these Terms and Conditions; and (iii) you agree to these Terms and Conditions on behalf of the party that you represent.
If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox) that is presented to you.
PLEASE NOTE THAT IF YOU SIGN UP FOR CONTRACT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS AND CONDITIONS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
These Terms and Conditions may be amended from time to time without notice at the sole discretion of DISPL. The Customer accepts these Terms and Conditions "as is".
1.4. Definitions. The following expressions shall have the following meanings:
Additional ChargesThe Customer shall pay additional charges if:(a) return of the Equipment is delayed by the Customer beyond the Hire Period for whatever reason (including but not limited to where the Goods are lost, damaged or destroyed following delivery to the Customer); or(b) following return of the Equipment, DISPL notifies the Customer that the Equipment has not been returned in acceptable condition and cleaning, repairs or replacements are required to be made to the Equipment to put it into the repair and condition that it was in at the beginning of the Hire Period excluding reasonable wear and tear on Equipment.DISPL Personnelmeans the employees, agents, subcontractors or any other representatives of DISPL.Connected Servicesmeans the services supplied by DISPL in connection with the Equipment hired by the Customer as set out in the Quotation.Contractmeans any of the agreement between DISPL and the Customer for the rent of the Equipment, supply of DISPL Personnel, sale-purchase of Goods in accordance with these Terms and Conditions or the Umbrella Terms.Customermeans the company or partnership or other business entity or organization hiring the Equipment and/or purchasing the Connected Services and/or Goods in accordance with these Terms and Conditions.Equipmentmeans the equipment and all articles and materials hired out or supplied by DISPL to the Customer asset out in the Quotation or any replacements and all accessories.Goodsmeans the goods to be supplied to the Customer either as Equipment or as goods for sale under present Terms and Conditions.Hazardous Environmentmeans an environment likely to cause damage or to impair the Equipment or any of its component (including, moving parts,lenses, filters and/or, circuit-boards) by, without limitation, exposure top articles or substances (e.g. sand, dust, water, chemicals) climatic conditions(including extreme temperatures).Hire Chargemeans the charges and rates for the Equipment and (where relevant) Connected Services during the Hire Period, as set out in the Order or proforma-invoice/invoice or, where the Quotation related to the Order does not specify the charges and rates applicable, in accordance with the Price List and confirmed in writing by DISPL. At DISPL's discretion, Hire Charge may be included in the price of the software licence, or Kit/Bundle or similar rates if such Goods are hired together with the licence purchase.Hire Periodmeans the duration of hire as set out in the Order and any extension of the same agreed in writing by DISPL. Unless otherwise agreed by DISPL in writing, the minimum Hirе Period is twelve (12) months.Ordermeans the Customer's order for the hire of Equipment, supply of Connected Services and/or supply of Goods, as set out in the Customer’s email to DISPL which shall refer to the Quotation or special payment form (or similar) on Website or online shop.Pricemeans the price payable for the Goods as set out in the Order or otherwise as shown in the Price List.Price List (or Subscription Plan or Plan or Tariff)means the prevailing price list/ rate card (if any)/prices for online product on DISPL Website or DISPL online shops for hire of Equipment, supply of Connected Services or price for the sale of Goods as the case may be.Quotationmeans DISPL’s written quotation sent to the Customer from which the Customer has placed the Order or the price for Goods in Price List for online product on DISPL Website or DISPL online shops for hire of Equipment, supply of Connected Services, valid on the Website or online shop on the date of ordering Goods. If otherwise agreed by DISPL in writing, any quotation, except for online Price List, given by DISPL shall not constitute an offer and is only valid for a period of 30 days from its date of issue or for online.Termination Eventmeans anyone or more of the following events: (i) the Customer commits a material breach of the Contract and fails to remedy that breach within 14 days of the Customer being notified in writing of such a breach; (ii) the Customer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due or (being a company) is deemed unable to pay its debts within the meaning of the certain insolvency regulation; (iii) the Customer shall do or allow to be done any act or thing which in the reasonable opinion of DISPL may prejudice or jeopardise DISPL’s rights in the Equipment or any other part thereof (iv) where the customer ceases or threatens to cease trading (v) where in the opinion of DISPL any event that is likely to affect the Customer’s credit worthiness (including without limitation the service on DISPL of any legal proceedings); (vi) The Customer has breached the sanctions provisions of these Terms and Conditions and the Export embargo policy or other imposed export restrictions.Websitemeans any of the websites on the Internet, located at https://displ.com/ or https://displayforce.ai/, all rights for their administration are hold by DISPL.1.5. A reference to ‘writing’ or ‘written’ includes faxes and emails.
1.6. These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.Orders, Prices, Billing,renewals, and payment, return policy.
2.1. Monthly and Annual Plans. Equipment is offered for rent either on a monthly subscription basis or an annual subscription basis.
Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Hire period, your subscription will automatically renew for another Subscription Term of a period equal to your initial Hire period. You will provide any notice of non-renewal through the means we designate, which may include account settings on our Website or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable DISPL tariff plans continuing to be offered and will be charged at the then-current rates.
You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. At sole discretion of DISPL, Orders may be placed in writing (via e-mail) or via DISPL online services on Website or DISPL online shops and thereupon such orders become binding subject to conditions in these Terms and Conditions, provided that all cancellations will only be effective if given in writing by the Customer under present Terms and Conditions. A payment form or similar form in the online shop or on the DISPL Website will consider as an Order. If a payment is made on the DISPL Website or the online shop, DISPL may send a separate Order at the written request of the Customer.
2.2. For Goods not purchased via the DISPL Website or other online shops:
2.2.1. The Order constitutes an offer by the Customer to hire the Equipment, purchase the Connected Services and/or purchase the Goods (as the case may be) in accordance with these Terms and Conditions.
2.2.2. The Order shall only be deemed to be accepted when either:(a) DISPL issues written acceptance of the Order to the Customer; or (b) a DISPL employee at its premises confirms that the Customer may take any or all of the Equipment from DISPL’s premises for any purpose other than off-site testing, at which point and on which date and time the Contract shall come into existence.
2.3. For Goods purchased via the DISPL Website or other online shops:
2.3.1. The Order appears on Website or our online shop constitutes an offer by DISPL to provide the Equipment for rent, purchase the Connected Services and/or purchase the Goods(as the case may be) in accordance with these Terms and Conditions. Such Order shall be considered as Quotation of DISPL for certain Goods under these Terms and Conditions.
2.3.2. The Order shall only be deemed to be accepted by the Customer when either: (a) Customer issues written acceptance of the Order to DISPL; or (b) a Customer pays the Order according to the certain Subscription Plan, whichever is earlier, at which point and on which date and time the Contract shall come into existence.
2.4. The Customer shall pay the Hire Charges and the Price to DISPL in accordance with any payment schedule set out in the Quotation or Subscription Plan or, if no such payment schedule applies, within two(2) days of the date of DISPL’s invoice(s)/proforma invoice(s). The Hire Charges, Additional Charges and the Price are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law. Customer will pay any tax (and any related interest or penalty), however designated, and imposed with respect to the Goods hired.
2.5. The Additional Charges shall be payable within ten (10) days of the date of DISPL’s invoice(s)for the same. The Hire Charges, Additional Charges and the Price shall be paid in EUR/or USD (as indicated in Price List or Quotation) and shall be made by bank transfer to the details set out on the relevant DISPL invoice or the payment can be paid via payment service providers with which DISPL has concluded the relevant processing agreements.
2.6. All duties, taxes and other levies, as well as costs of customs clearance of the Goods, arising out of the import of Goods in the Customer’s country (or in the country where the delivery point is situated) shall be borne by the Customer. Orders delivered outside of the European Union, or the European Economic Area may be additionally subject to customs duties and charges in the country of import.These duties and charges are the Customer's responsibility. The European customers registered for VAT purposes and whose purchases qualify as intra-Community acquisition may be entitled for zero VAT rate. This kind of transaction is available only for registered customers and subject to verification by our customer service.
2.7. The Customer shall be exclusively responsible for all customs and other duties and all related costs and expenses payable on any international transaction.
2.8. All amounts due under this agreement shall be paid in full without any set-off, counterclaim,deduction or withholding (other than any deduction or withholding of tax as required by law). The time for payment shall be of the essence. Payment to DISPL of any amount under the Contract shall not, in any circumstances, be dependent upon payment to the Customer from any third party.
2.9. DISPL reserves the right to modify the Prices/Price List/Quotation at our discretion for any Goods before the Customer places and completes its order. All quotations are made by DISPL without obligation. The Company reserves the right to refuse the acceptance of any Order without assigning any reason for such refusal.
2.10. Additional Charges. The Customer shall pay Additional Charges and the purpose of this is to ensure that DISPL is able to accommodate its other customers with an available stock of equipment in order to maintain continuity of trading relations and the goodwill of such customers in circumstances where the Equipment is not returned at the end of the Hire Period as contemplated by these Terms and Conditions. The Additional Charges are calculated using the charges and rates set out in the Order or the cost of hire of replacement equipment which DISPL incurs (whichever is the higher) and are calculated based on a daily rate for each day or part of a day until and including the day on which the Equipment is returned or, if damaged, until the Equipment is repaired and available for re-hire or, if destroyed, until it is replaced by an equivalent or comparable item available for hire.
2.11. Our return policy. As part of our commitment to customer satisfaction and without limiting other provisions of the Terms and Conditions, you may terminate your initial Order of the Equipment under these Terms and Conditions, for no reason or any reason, by providing notice of termination to us no later than thirty(30) days after the Order date for such product. If the Contract is terminated,the Equipment shall be returned to DISPL under the following conditions: (i) if provided, returns must strictly adhere to the instructions on the shipping label; (ii) for Equipment malfunctions within the warranty period, DISPL will bear the return costs, unless specified otherwise on the shipping label. If the return is due to reasons other than malfunction, such as a change of mind, the customer is responsible for the return costs, irrespective of warranty status;and (iii) if the warranty has expired and the product's service life is over,but the customer renews the contract, DISPL will supply a new product and retrieve the old Equipment without additional fees. If the Customer wishes to terminate the Contract concerning the rental of the Equipment before the expiry of 12 months, except in the case of a purchase of the Equipment under the terms of these Terms and Conditions, the Customer shall be obliged to pay DISPL all payments due for 12 months. Similar rules regarding the payment of the rental of the Equipment shall apply in the situation where DISPL terminates the Contract if the Customer is in breach of the terms of the Contract under these Terms and Conditions.Purpose/ActivityType of dataLawful basis for processing includingbasis of legitimate interestTo register you as a new user on Displayforce website.(a) Identity Data
(b) Contact DataPerformance by us of the Agreement with you.To manage our relationship with you which will include:
(a) Notifying you about changes to our Software or Displayforce website terms of use or privacy policy;
(b) Asking you to leave a review or take a survey, providing you with our email newsletters and other email letters in case you are subscribed;
(с) Your Identification on Displayforce website for our services and Software providing.(a) Identity Data
(b) Contact Data(a) Performance of the Agreement with you;
(b) Necessary to comply with a legal obligation;
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our Software/services).To administer and protect our business and Displayforce website(including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).(a) Identity Data
(b) Contact Data
(с) Technical data
(d) Usage data(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud)
(b) Necessary to comply with a legal obligationTo use data analytics to improve our Displayforce website, Software and services, User’s relationships and experiences.(a) Technical data
(b) Usage dataNecessary for our legitimate interests (to define types of Users for our services and Software, to keep our Displayforce website updated and relevant, to develop our business and to inform our marketing strategy)Inspection and Condition (applicable to Equipment)
3.1. The Customer shall inspect the Equipment either at DISPL’s premises (warehouse) during any testing or otherwise as soon as reasonably practicable following delivery, through the Customer’s employees, agents or subcontractors or other representatives (the‘Customer’s Representatives’), then unless the Customer’s Representatives notify DISPL within 48 hours of delivery of the Equipment of any defect or malfunction in or the operation or functionality of the Equipment, it shall be deemed that the Equipment are suitable for the Customer’s purposes and that it is in good working order and repair.
Customer shall inspect the Goods, supplied, with respect to their quantity, quality, range of Goods,condition of inner packaging, and possible damage to the Goods. If the Goods damaged during delivery, the Customer must retain the envelope and any packaging in order for a claim to be made to the courier/DISPL for damaging the item in transit. Without all packaging material, the Customer will not be entitled to a damaged goods exchange.
Failure to give notices as provided above in the paragraphs (1) and (2) of this Clause 3.1.(Inspection) within the time specified shall be deemed an acceptance of the Goods as of the date of shipment. Time shall be of the essence of the Contract in respect of any notice required to be given by the Customer or Customer’s Representatives pursuant to this Clause 3.1.
3.2. Special provisions for a new item: subject to the Clause 3.1 regards the term of notification, if the Products is faulty on receipt (Dead On Arrival - DOA) then please email DISPL prior to returning it using one of our contact email addresses. If the fault is a result of production DISPL will accept the return of the Products. Enclosed with the item, a letter stating the fault and to whom the refund cheque should be issued. The Buyer will bear the postage charges for returning the Products. DOA goods are covered for up to 28 days from the date of receipt of the product. DISPL’s standard product warranty can be found at https://displ.com/legal/displs-standard-product-warranty, if otherwise enclosed in the Products packaging (“Products Warranty”). The costs of returning such Goods to DISPL's warehouse, including all taxes and customs duties, shall be borne by the Customer (hereinafter the " Return Expenses "). DISPL shall replace the Goods at no extra charge and shall reimburse the Customer for the documented Return Expenses of the Goods.
3.3. Mixed goods. If the Customer has been sent the wrong item, the Customer shall contact DISPL as soon as possible to arrange for the unit to be exchanged prior to returning the item. Mixed goods must be reported within 5 (five) business days from the date of delivery. DISPL shall replace the Goods at no extra charge and shall reimburse the Customer for the documented Return Expenses of the Goods.
3.4. DISPL will make available to the Customer facilities at DISPL’s premises for the Customer to inspect and to set up the Equipment for the Customer’s own use. The Customer relies entirely on its own skill and knowledge in relation to the use and setup of the Equipment. The Customer must satisfy itself that the Equipment is fit for the Customer’s purpose and DISPL gives no warranty as to the fitness of the Equipment for any particular purpose.
3.5. The Equipment is the responsibility of and at the risk of the Customer during the inspection set up or testing notwithstanding that such inspection set up or testing is taking place on DISPL’s premises, and the Customer must insure the Equipment under its own policy of insurance in accordance with Clause 5.7 of these Terms and Conditions.Purpose/ActivityType of dataLawful basis for processing includingbasis of legitimate interestTo register you as a new user on Displayforce website.(a) Identity Data
(b) Contact DataPerformance by us of the Agreement with you.To manage our relationship with you which will include:
(a) Notifying you about changes to our Software or Displayforce website terms of use or privacy policy;
(b) Asking you to leave a review or take a survey, providing you with our email newsletters and other email letters in case you are subscribed;
(с) Your Identification on Displayforce website for our services and Software providing.(a) Identity Data
(b) Contact Data(a) Performance of the Agreement with you;
(b) Necessary to comply with a legal obligation;
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our Software/services).To administer and protect our business and Displayforce website(including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).(a) Identity Data
(b) Contact Data
(с) Technical data
(d) Usage data(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud)
(b) Necessary to comply with a legal obligationTo use data analytics to improve our Displayforce website, Software and services, User’s relationships and experiences.(a) Technical data
(b) Usage dataNecessary for our legitimate interests (to define types of Users for our services and Software, to keep our Displayforce website updated and relevant, to develop our business and to inform our marketing strategy)Deliveries, Risks
4.1. If the Customer has not chosen the option to collect the Goods from DISPL's warehouse, DISPL may arrange delivery of the Goods to the Customer on a Time & Materials basis at the Customer's expense.
4.2. Delivery dates of the Goods are indicated in the corresponding invoices and/or other related documentation. All delivery dates, including those set forth on the face of the invoice, are estimates only. The delivery shall be considered performed when the Goods specified in corresponding invoices are dispatched within the delivery term. If the delivery is delayed due to reasons beyond the responsibility of DISPL, the delivery term shall be considered performed when readiness for delivery is notified within the delivery term.
4.3. For the Goods that are dedicated to be delivered to another EU member state and/or to be exported outside of the EU territory in case the delivery to the territory designated by the Customer is organized by the Customer, its agents or carriers, the Customer agrees and undertakes to deliver to DISPL within 7 (seven) calendar days after receipt of the Goods all the documents evidencing the delivery signed by the Customer(and/or its agent) and/or Export Declaration documents issued by the EU customs at the border of exit from the EU territory (if applicable). In case after the above mentioned period expires and no documents evidencing the delivery and/or Export Declaration(s) duly issued (if applicable) have been received by DISPL,the Customer will indemnify and compensate DISPL all and any amounts of VAT and penalties applicable for such Goods at the first request of DISPL. For the avoidance of doubt, in case the delivery to the territory designated by the Customer is organized by DISPL, the Customer does not have any obligations in respect to this clause.
4.4. DISPL may at anytime make partial delivery or render services partially.
4.5. Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the relevant term of Incoterms 2020 published by the International Chamber of Commerce currently in force.
4.6. If DISPL selects the carrier, but the carrier shall not be construed as an agent of DISPL.
4.7. The risk shall passover to the Customer as agreed on the relevant Incoterms 2020, or on other terms agreed by the parties in relevant invoices and/or other related documents made for each separate delivery of the Goods.
4.8. The Goods could be delivered by any means of transportation, including sea, air, or land.
4.9. If DISPL is responsible for delivery, packing should secure full safety of the Goods during transportation by all kinds of transport means including transshipments. In case the packing does not ensure the safety of the Goods for which a commercial act will be drawn up together with the carrier, DISPL will reimburse losses of the Customer caused by improper packing. Each package is to be marked as follows: 1) country of destination; 2) gross and net weights; 3) item number.In case the package has not been marked, DISPL shall provide the Customer with the above mentioned information in a separate letter.
4.10. If DISPL is responsible for delivery, within 48 hours (24 hours in case of transportation by air) after placing of the Goods at the disposal of the forwarder, DISPL shall provide the Customer by fax or e-mail with the following information: 1)date of shipment; 2) number of dispatch notes; 3) number of packages; 4) gross weight.Purpose/ActivityType of dataLawful basis for processing includingbasis of legitimate interestTo register you as a new user on Displayforce website.(a) Identity Data
(b) Contact DataPerformance by us of the Agreement with you.To manage our relationship with you which will include:
(a) Notifying you about changes to our Software or Displayforce website terms of use or privacy policy;
(b) Asking you to leave a review or take a survey, providing you with our email newsletters and other email letters in case you are subscribed;
(с) Your Identification on Displayforce website for our services and Software providing.(a) Identity Data
(b) Contact Data(a) Performance of the Agreement with you;
(b) Necessary to comply with a legal obligation;
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our Software/services).To administer and protect our business and Displayforce website(including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).(a) Identity Data
(b) Contact Data
(с) Technical data
(d) Usage data(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud)
(b) Necessary to comply with a legal obligationTo use data analytics to improve our Displayforce website, Software and services, User’s relationships and experiences.(a) Technical data
(b) Usage dataNecessary for our legitimate interests (to define types of Users for our services and Software, to keep our Displayforce website updated and relevant, to develop our business and to inform our marketing strategy)Risk for Loss or Damage to Equipment, Insurance
5.1 The Equipment shall always remain the property of DISPL. The risk of loss, theft, damage,and destruction of the Equipment shall pass to the Customer on commencement of the Hire Period.
5.2. The Customer shall ensure that a policy of insurance is effected in accordance with Clause 5.7 of these Terms.
5.3 The Customer is responsible for returning the Equipment at the end of the Hire Period (or any agreed extension of the same) in the same condition as it was in at the commencement of the Hire Period (fair wear and tear excepted).
5.4 The Customer shall make good any damage to the Equipment of any kind and from whatsoever cause(including theft, loss, damage or destruction) unless caused by the negligence or willful default on the part of DISPL Personnel and shall pay to DISPL (a)the full replacement cost of the Equipment or (b) the cost of reinstating the Equipment to the condition it was in at the commencement of the Hire Period, whichever is the lower.
5.5 In the event that any Equipment is returned by the Customer in a condition that requires cleaning because the Equipment has been subjected to improper use and/or lack of care,including without limitation the effect of any Hazardous Environment, then the Customer shall pay to DISPL the cleaning, repairing and replacement costs ofany damaged components, in addition to the Additional Charges.
5.6 The Customer shall make good any damage to or loss of consumables by paying compensation for replacement consumables on a new for old basis, or if capable of repair, the full cost of repair.
5.7. Insurance.
5.7.1 The Customer shall (without prejudice to the liability of the Customer to DISPL) keep the Equipment insured for its full replacement value, as advised by DISPL, throughout the Hire Period and until return of the Equipment to DISPL, against all risks including third party risks, loss of damage by fire, theft (whether or not involving forcible or violent entry or exit to such storage facility in which the Equipment is stored) and such other risks usually covered by comprehensive insurance policy covering similar products to the Equipment.
5.7.2. If the Customer is in breach of its obligation to insure pursuant to these Terms and Conditions, DISPL shall itself be entitled (but not obliged) at any time and from time to time to effect at the expense of the Customer insurance against all or any of the contingences above referred to and against any other contingency which DISPL may in its absolute discretion decide.
5.7.3. The Customer shall as soon as reasonably practicable (and in any event within 24 hours) give written notice to DISPL of any occurrence which will or may give rise to a claim being made on any insurance. The Customer shall not negotiate or compromise any claim without the consent of DISPL.
5.7.4. If requested, the Customer shall allow DISPL to take over the conduct of negotiations (except in relation to claims against the Customer for death, personal injury, damage or loss or damage to the property of any third party or that of the Customer, unconnected with the Equipment) and shall at the expense of the Customer take such proceedings in the Customer's sole name or, if so required by the Customer, jointly with DISPL, and the Customer shall hold all sums recovered together with any monies received by the Customer under its policy of insurance in trust for DISPL any paying or applying the same for the benefit of DISPL and in the discharge of the Customer’s obligation to DISPL under the Contract.Purpose/ActivityType of dataLawful basis for processing includingbasis of legitimate interestTo register you as a new user on Displayforce website.(a) Identity Data
(b) Contact DataPerformance by us of the Agreement with you.To manage our relationship with you which will include:
(a) Notifying you about changes to our Software or Displayforce website terms of use or privacy policy;
(b) Asking you to leave a review or take a survey, providing you with our email newsletters and other email letters in case you are subscribed;
(с) Your Identification on Displayforce website for our services and Software providing.(a) Identity Data
(b) Contact Data(a) Performance of the Agreement with you;
(b) Necessary to comply with a legal obligation;
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our Software/services).To administer and protect our business and Displayforce website(including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).(a) Identity Data
(b) Contact Data
(с) Technical data
(d) Usage data(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud)
(b) Necessary to comply with a legal obligationTo use data analytics to improve our Displayforce website, Software and services, User’s relationships and experiences.(a) Technical data
(b) Usage dataNecessary for our legitimate interests (to define types of Users for our services and Software, to keep our Displayforce website updated and relevant, to develop our business and to inform our marketing strategy)Defects, Replacement and Repairs during HirePeriod
6.1. If at any time during the Hire Period the Equipment or any part thereof is in need of adjustment or repair or if there is any damage or incidents involving or relating to the Equipment or any part thereof then the Customer shall forthwith notify DISPL by telephone.
6.1.1. In the case of adjustment or repair for which DISPL is responsible, including within warranty, provided by manufacturer of the Equipment, DISPL shall either carry out the necessary adjustment or repair on-site or, at its discretion, shall arrange the removal of the Equipment or part or parts thereof to DISPL’s premises for adjustment or repair or replacement.
If Equipment is defective or become defective within the manufacturer’s warranty period due to a production or material defect, DISPL may choose, at his own discretion, to deliver refurbished or new Goods, to repair the Goods (“Subsequent performance”) or to issue a credit or to refer the Customer to the manufacturer`s nearest service center and/or authorized by manufacturer or DISPL service center in the country where the Equipment is located. All other warranty claims, in particular all of the Customer’s or its Customer’s claims to compensation for consequential damage, shall initially be excluded.Subsequent performances may be attempted several times within the manufacturer’s warranty period.
In the event of DISPL removing the Equipment or any part thereof from the Customer’s designated location, then DISPL may at its option adjust, repair or replace the Equipment or such part or parts thereof, in which case the Contract shall continue as if the substituted equipment or such part or parts had been included in the subject matter of the Contract. The costs of carriage, insurance and handling charges shall be paid by DISPL where adjustment or repair for which arises from inherent faults not noticeable at the commencement of the Hire Period, but in all other cases shall be paid by the Customer.
6.1.2. If the Equipment requires adjustment or repair to the whole or part (other than where due to fair wear and tear) due to any damage caused by the Customer, its employees, agents and sub-contractors then, the Customer shall (in addition to its other liabilities set out in these Terms and Conditions including but not limited to Additional Charges) pay to DISPL all costs of inspection, loading, unloading and transportation and replacement parts or other materials in connection with the carrying out of the adjustments or repair. The Customer will also be liable for the removal of the Equipment orany part or parts thereof and the redelivery thereof or any substitute thereof and for the avoidance of doubt should the Customer request that any repair be carried out at a designated location by DISPL Personnel then all additional labor costs and all other expenses (including travel and accommodation) shall be paid by the Customer.Customer’s Duties inrespect of Equipment.
7.1 During the period of the Contract the Customer shall: (a) keep and maintain the Equipment in its control and safe custody at its own risk and ensure that the Equipment is kept in good condition until redelivered to DISPL,and shall not dispose, loan, assign, pledge, encumber, or part with possession of or suffer any lien to be created over the Equipment or any part thereof other than in accordance with DISPL’s written instructions; (b) ensure that the Equipment is used in a skillful and proper manner and by skilled persons,having the appropriate qualifications, licenses, permissions and consents, in accordance with operating instructions, always ensuring compliance with prevailing highest health and safety regulations and law; (c) take proper care of the Equipment and ensure that the Equipment is properly stored and protected from interference and damage from any source whatsoever including inter alia the effect of any Hazardous Environment; (d) not make alteration to the Equipment and not remove or replace any existing component nor attempt or make any repair or modification to the Equipment nor remove any sign or marking from the Equipment; (e) not hold or use the Equipment (nor permit others to do so)in a manner which will or may cause any provision of the insurance policies referred to in Clause 5.7 (or, where relevant, DISPL’s insurance) to be broken;(f) inform in writing any person to whom a debenture or charge over any part of the Customer’s assets is to be granted that the Equipment is not the property of the Customer; (g) carry out regular reviews of any digital content or data captured (if applicable) by the Equipment by a suitably qualified technician;(h) ensure that any content or data recorded by the Equipment is kept safe;(i)remove all film, visual or, audio visual content or other data from the Equipment prior to its return to DISPL.
7.2 The Customer will not permit or allow the Equipment to be used in any abnormal or hazardous assignment or Hazardous Environment likely to cause damage to the Equipment or any part of it.
7.3 Any DISPL Personnel that visits the Customer’s premises or any premises (other than DISPL’s premises) at the request of the Customer or uses or demonstrates any of the Equipment is, always, under the supervision of the Customer. The Customer must ensure that there is a safe working environment in such circumstances and that all statutory and other obligations of all kinds are adhered to.
7.4 The Customer shall not use or allow the Equipment to be used for any purpose or by any person not permitted by the terms and conditions of the policy of insurance (by whomsoever effected) referred to in Clause 5.7 and shall not do or allow any act or thing whereby such insurance may be invalidated. The Customer shall indemnify DISPL against all loss, damage, or liability whatsoever not recoverable under the policy of insurance.Connected Services
8.1 During any period when DISPL Personnel are providing the Connected Services then such DISPL Personnel shall be deemed to be the servants or agents of the Customer and the Customer shall be responsible for all acts and omissions of DISPL Personnel and shall indemnify DISPL for their acts or omissions whilst in the Customer’s control.
8.2 The Customer will comply with all health and safety legislation in relation to the services performed by DISPL Personnel and the place and method of work.
8.3 The Customer will be liable for all claims, costs, expenses, proceedings, or demands made by a third party in connection with or arising from any acts, omissions, or default of DISPL Personnel whilst and under the control of the Customer.
8.4 The rates applicable to the Connected Services are set out in DISPL’s price list or labor charging list or similar document for the applicable production type. Details of the Connected Services will be set out in the Quotation.
8.5 The duration of the Connect Services shall, unless terminated in accordance with these Terms and Conditions or unless otherwise agreed in writing by DISPL, continue until the end of the Hire Period for the Equipment to which the Connected Services relate.Sale of Goods
9.1. During Hire period of the Equipment, the Customer has the right to purchase the Equipment at a price determined by DISPL. The Customer must send an e-mail to DISPL stating his intention to purchase the Equipment.
9.2. Unless otherwise agreed in writing by DISPL, the Customer shall collect the Goods from DISPL’s premises. The risk in the Goods shall pass to the Customer once the Goods have been collected or once the Goods have been delivered to a location designated by the Customer (and agreed by DISPL),whichever shall first occur.
9.3 Title in the Goods shall not pass from DISPL until the Customer has paid the Price for sale of Goods.If the Customer has used the Equipment under the Contract and subsequently decides to purchase this Equipment, any Hire Charges paid for the actual period of use of the Equipment on a rental basis or payable under the plan/subscription prior to the date of purchase of the Equipment are due and payable immediately and the amounts paid are non-refundable to the Customer by DISPL.
9.4 Until title in the Goods passes to the Customer, the Customer shall: (i) hold the Goods on a fiduciary basis as DISPL’s bailee (ii)store the Goods separately from all other Goods held by the Customer so that they remain readily identifiable as DISPL’s property and marked in such a way that they are clearly identifiable (iii) not remove deface or obscure any identifying mark or packaging on or relating to the Goods; (iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (v) give DISPL access to the Goods as DISPL may require from time totime to re-possess the Goods.
9.5 The Goods are described in the Quotation.
9.6 DISPL warrants that on deliver the Goods shall: (a) conform in all material respects with their description (subject to depreciation of the Equipment over the Hire period); and (b) be free from material defects in design, material and workmanship.If Goods are sold for which the manufacturer's warranty applies, the Customer shall contact the manufacturer's service centers in the event of a breakdown, improper functioning of such Goods.
9.7. DISPL’s liability for breach of warranty or for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. Where Goods are not defective there is no right to return the Goods.
9.8. IN NO EVENT SHALL DISPL BE LIABLE FOR COSTS OF PROCUREMENT OR SUBSTITUTE GOODS BY CUSTOMER, OR FOR INJURY OR DAMAGE TO BUSINESS, LOSS OF PROFITS, REVENUES OR GOODWILL, OR LOSS OF DATA. IN NO EVENT SHALL DISPL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGE, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, TERMINATION,NEGLIGENCE, OR OTHERWISE, EVEN IF DISPL SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, DISPL SHALL NOT BE LIABLE FOR ANY DAMAGES, INJURIES, OR LOSSES RESULTING FROM THE MISUSE, ABUSE, OR UNAUTHORIZED MODIFICATION OF ITS PRODUCTS, INCLUDING BUT NOT LIMITED TO, DAMAGE CAUSED BY USING THE PRODUCTS IN A MANNER NOT RECOMMENDED BY DISPL OR FAILING TO FOLLOW SAFETY GUIDELINES OR USER MANUALS. IN THE EVENT THAT ANY OF THE DISPL PARTIES ARE FOUND LIABLE FOR ANY DIRECT DAMAGES, THE TOTAL LIABILITY OF THE DISPL PARTIES SHALL BE LIMITED TO THE AMOUNT BUYER PAID FOR THE PRODUCTS THAT CAUSED THE DAMAGE, OR, IF NO PAYMENT WAS MADE, TO AN AMOUNT NOT EXCEEDING ONE HUNDRED U.S. DOLLARS (USD $100). BUYER KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE PRODUCTS.Limitation of Liability
10.1 Limitation of Liabilities and Indemnities (subject to Clause 9.8 of these Terms and Conditions). Nothing in these Terms limits any liability which cannot legally be limited including but not limited to liability for: (a) death or personal injury caused by negligence and fraud or (b) fraud or fraudulent misrepresentation.
DISPL MAKES NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE,OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE.DISPL NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.
10.2 If DISPL Personnel provides services at premises other than that of DISPL, he or she does so under the direction and supervision of the Customer and subject to Clause 10.1, DISPL will not be liable for any loss or damage occasioned by such servant or agent to the Customer or any third party howsoever such loss or damage has been caused.
10.3. The Customer shall indemnify DISPL against all claims, demands, actions, costs, expenses(including professional fees) or proceedings, and/or loss or damage to any other person, firm, company, property or indirectly connected with the acquisition use operation or possession of the Equipment by the Customer whether such claim action loss or damage arises from breach of contract or of third party rights or from the negligence of DISPL’s Personnel arising from any instructions, directions or implied instructions given to DISPL Personnel by the Customer or its employees or agents and sub-contractors and such indemnity shall continue in force in relation to the subject matter of the Contract notwithstanding that the parties remaining obligations under the Contract shall have been discharged or otherwise terminated.
10.5. Subject to Clause 10.1,DISPL will not be liable for damage to the Equipment and/or Goods after delivery to the Customer or to a carrier nominated by the Customer or to any person acting under the authority of the Customer either expressed or implied or for any damage to Equipment and/or Goods caused by any delay in delivery or adverse weather conditions or unsuitable storage after the Equipment and/or Goods have left the premises of DISPL.
10.6. Subject to Clause10.1, in no circumstances shall the liability of DISPL to the Customer (under the Contract or otherwise) exceed the invoice value of the Contract to DISPL.
10.7. The Customer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Goods from our Website or online shop. The importation or exportation of certain of DISPL`s Goods to the Customer may be prohibited by certain national laws. DISPL makes no representation and accept no liability in respect of the export or import of the Goods purchased by the Customer.
10.8. DISPL shall have no liability to you for any failure to deliver Goods you have ordered or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Termination of Hire and Repossession
11.1 Without limiting its rights or remedies, DISPL may terminate the Contract with immediate effect by giving written notice to the Customer where a Termination Event has occurred.
11.2 On termination of the Contract for any reason: (i) the Customer shall immediately pay to DISPL all the outstanding Hire Charges together with any Additional Charges for any period of delay in return of the Equipment and any interest accrued to DISPL as determined pursuant to these Terms; (ii) the Customer shall return all of the Equipment. If the Customer fails to do so, then DISPL may enter the Customer's premises and take possession of them. Until redelivery, the Customer shall be solely responsible for the Equipment’s safe keeping and will not use it for any purpose not connected with this Contract; (iii) the accrued rights, remedies,obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;and (iv) clauses which expressly or by implication have effect after termination shall continue in full force and effect.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Jurisdiction and Applicable Law
12.1. If you purchase Goods via Website, then Section 14 of the Umbrella Terms shall apply.
12.2. Except for the case specified in Clause 12.1 of these Terms and Conditions:
12.2.1. In the event of any controversy or claim arising out of or relating to these Terms and Conditions, the parties will consult and negotiate with each other and,recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty(60) days, either party may pursue relief as may be available under these Terms and Conditions.
12.2.2. If you are located in the United States, these Terms and Conditions will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings(other than small claims actions) must be brought in state or federal court in San Francisco, California, unless both you and DISPL agree to some other location. You and DISPL both consent to venue and personal jurisdiction in San Francisco, California. If you located in any other jurisdictions, these Terms will be interpreted in accordance with the laws of the Republic of Cyprus. Judicial proceedings must be brought in the courts of Cyprus, unless both you and DISPL agree to some other location. You and DISPL both consent to venue and personal jurisdiction in the Republic of Cyprus.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Invalidity
13.1. Should any provision in these Terms and Conditions shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Terms and Conditions shall nevertheless be held to be prohibited by and/or invalid under applicable law, such provision shall be limited only to the extent of such prohibition or invalidity, without affecting the validity and/or enforceability the remainder of such provision or the remaining provisions of this Terms and Conditions.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Fiscal & VAT Regulations, Insolvency
14.1. The Customer hereby confirms that the Customer will comply with all VAT and/or any Fiscal Regulations both of the country of registration and of the country of delivery (if different) concerning the trades and the Goods purchased or rented from DISPL.
14.2. DISPL further confirms that the company will make all necessary Fiscal and VAT declarations and applications concerning the Goods purchased or rented from DISPL, properly and in time, as required by the EU Law and National Law both of the country of registration and of the country of the delivery (if different).
14.3. If DISPL becomes aware of the Customer’s insolvency (being a company) or bankruptcy (being an individual) or (being a partnership) has any partner to whom any of the foregoing applies, or DISPL reasonably believes that the Customer may become insolvent or bankrupt and notifies the Customer accordingly, then provided that the Goods have not been resold or irrevocably incorporated into another product and without limiting any other right or remedy that DISPL may have, DISPL may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Sanctions, Embargoes and Other Restrictions
15.1. Guided by (1)Council Decision 2014/512/CFSP of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine with the latest amendment, (2) Council Regulation (EU) No 833/2014 of 31 July 2014concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine with the latest amendments; (3) Council Regulation (EC) No765/2006 of 18 May 2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine with the latest amendments; (4) Council Decision 2012/642/CFSP of 15 October 2012 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine with the latest amendments; Based on Notice to economic operators,importers and exporters (2022/C 145 I/01) of European Commission (hereinafter –“Notice”), being bound by the present Terms and Conditions as a part of the Contract being in force between them, DISPL and Customer herewith declare, confirm, and guarantee the following:
15.1.1. DISPL and Customer guarantee that neither of them ever did, is doing or will be doing any actions, directly or indirectly, which are in violation of the U.S. Export Administration Regulations; and/or the U.S.International Traffic in Arms Regulations; and/or applicable U.S. sanctions and embargoes administered by the U.S. Department of the Treasury; and/or the European Union’s Regulations; and/or OFAC and/or EU sanctions; and/or applicable controls; and any subsequent re-enactments or amendments thereof being in force and affecting the Goods.
15.1.2. Customer also guarantees and confirms that neither Customer nor its management, shareholders or founders are subject to sanctions applied by any international institutions and\or the U.S. and\or the European Union. Imposition of sanctions by any international institutions and\or the U.S. and\or the European Union to Customer shall be a non-negotiable ground for an immediate termination of sale of Goods to Customer by DISPL unilaterally.
15.2. Where Customer will work with the Customer’s suppliers, customers, end-users, and/or other parties,this entire Clause 15 is applicable to those transactions. In all cases, the Customer is liable for the actions of the third parties it engaged with.
15.3. Customer hereby certifies that all and every product(s) purchased or rented from DISPL will not be exported, sold, or transferred in violation of: (a) the U.S. Export Administration Regulations; (b) the U.S. International Traffic in Arms Regulations (ITAR); (c) applicable U.S. sanctions and embargoes administered by the U.S. Department of the Treasury; and (d) the European Union’s Regulations and any subsequent re-enactments or amendments thereof being in force and affecting the export of the products.
15.4. Without limiting the foregoing, Customer explicitly agrees and undertakes (i) not to export sanctioned goods to Russia or Belarus and not to resell the sanctioned goods to any third party business partner that does not take a commitment not to export the sanctioned goods to Russia or Belarus giving rise to liability in case the latter re-exports the items to those countries; (ii) not to sell, offer or otherwise transfer the products that are subject to OFAC and/or EU sanctions and/or applicable controls to customers located in RUSSIA, BELARUS, CUBA, IRAN,NORTH KOREA, SUDAN, SYRIA or to other restricted parties, embargoed or sanctioned countries and/or territories, which, restrictions, in particular,may be found (including but not limited) here:
- https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programsand-information,
- https://www.bis.doc.gov/index.php,
- https://www.sanctionsmap.eu/.
Customer acknowledges that it bears its responsibility to familiarize promptly with the applicable sanctions and regulations and to run adequate due diligence measures re its business partners when and prior entering into the contract with each of them.
15.5. DISPL and Customer certify that they will not transfer, export, or re-export, directly or indirectly to any party listed by the U.S. Government, and/or EU Council and/or under any other applicable law as prohibited from receiving products and that we are not on, or under control of anybody on, any such lists.
15.6. DISPL and Customer hereby acknowledge that certain manufacturers and vendors may restrict sales of their products into or outside of specifically designated territories or to some persons or entities. Customer certifies and agrees to comply with all such restrictions as may be advised to him at any time and from time to time either by fax, email, or publishing at site of DISPL – territory restrictions - and incorporated herein by reference or through any other means of communication and not to market, offer, sell, transfer, export, dispose or ship such products in to or outside of designated territories. In case of such restrictions or embargoes or bans, the Customer shall declare and ensure: (i) that it would be is financially liable for non-compliance with provisions of the relevant notification provided by DISPL as it is stated above; (ii) that each of Customer’s employees shall be informed of and trained regarding the obligations under such communication and shall comply with such terms; (iii) that Customer shall indemnify and hold DISPL harmless from and against all losses, costs,liabilities, claims, damages and expenses of every kind and character, as incurred, resulting from or relating to or arising out of the breach or nonfulfillment of manufacturer’s or vendor’s restrictions, embargo or ban as the Customer would be notified by DISPL.In case of violation of the provisions of this Clause 15, including restriction of sales of their products into or outside of specifically designated territories or to some persons or entities, DISPL will have its right to initiate the procedure of Customer’s de-authorization as a partner of DISPL and cancel the Contact.
15.7. Additional restrictions may be set out in the DISPL export compliance policy, available at https://displ.com/export-compliance-policy, which forms part of these Terms and Conditions.CookieNamePurposeStrictly necessary cookiestest_cookie; uc_session;These cookies enable you to log into secure areas of the Displayforce website and enables us to process identification of the User of the Software.Analytical/performance cookiesddg1; _fbp; ym#_lastHit; ym#_lsid;ym#_reqNum; ym_visorc; metrika_enabled; VISITOR_INFO1_LIVE;webvisor/73298362; yabs-sid;YSC; yt-remote-cast-available; yt-remote- cast-installed; yt-remote-connected- devices; yt-remote-device-id; yt- remote-fast-check-period; yt-remote- session-app; yt-remote-session-name; yuidss;introvert_cookie; ddgmark; ddgid; _ym_afrThis cookie enables us to estimate our audience size and the Displayforce website usage pattern of Users.Functionality cookies_vw_tab_guid; _ga; _gat; _gid;_ym_d; _ym_isad;_ym_retryReqs; ym_uid;previousUr; tildasid; tildauid; visited; yandexuid; ymex;This cookie is used to recognize you when you return to the Displayforce website. This enables us to personalize our content for you and remember your preferences (for example, your choice of language or region).Security cookiesipp_key; ipp_uid;ipp_uid1; ipp_uid2;This cookie is essential for the Displayforce website to improve its security and in particular prevent attacks on the Displayforce website.Miscellaneous, Amendments
16.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.2. Any notice or other communication required to be given to a party under the Contract shall be in writing and shall be delivered to the other party personally or sent by first class post, recorded delivery or by commercial courier to its registered office or its principal place of business or sent by fax to the other party’s main fax number or by email.
16.3. Neither party shall without the prior written consent of the other party assign, transfer, charge,or deal in any other manner with this Contract or its rights under it or part of it, or purport to do any of the same, nor (other than in respect of delivery of the Equipment or Goods) sub-contract any or all of its obligations under this Contract.
16.4. If any part of the Contract becomes invalid, illegal, or unenforceable it shall be severed from the Contract and the remainder of the Contract shall remain in full force and effect.
16.5. Data Protection.We collect certain data and information about you and your representatives in connection with obligations under the Contract and otherwise in connection with these Terms and Conditions. We collect and use all such data and information in accordance with our Privacy Policy (available athttps://displ.com/privacy-policy), which you acknowledge.
16.6. DISPL may update these terms and conditions from time to time for legal or regulatory reasons or to allow the proper operation of DISPL site and services. Any changes will be notified via a suitable announcement on DISPL website.
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