GVE HARDWARE WARRANTY

Last Revised: 07-14-2023

This GVE Hardware Warranty (“Hardware Warranty”) is between GVE Global Vision Inc. (“GlobalVision”) and Client. GlobalVision and Client shall hereinafter collectively be referred to as the “Parties” or individually as a “Party”.

BY PURCHASING AND USING GLOBALVISION HARDWARE, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE TERMS OF THIS HARDWARE WARRANTY.

1. DEFINITIONS

1.1 “Client” means the individual, corporation, partnership, limited liability company, unlimited liability company, joint venture, governmental authority, unincorporated organization, trust, association, or other entity which has entered into a Master Agreement with GlobalVision.

1.2 “Documentation” means any and all manuals, instructions, materials, and other documentation, whether in printed, electronic or any other form, that GlobalVision provides or makes available to Client with the Hardware, as updated from time to time by GlobalVision.

1.3 “Extended Hardware Warranty” has the meaning set forth in Section 3.2.

1.4 “Extended Hardware Warranty Period” has the meaning set forth in Section 3.2.

1.5 “Force Majeure Event” means any acts beyond the obligated Party’s reasonable control, including without limitation: acts of God; pandemics; flood, fire, earthquake, tsunami or explosion; electrical, internet, or telecommunication outage that is not caused by the obligated Party; acts of war, terrorism, hostility, sabotage, invasion, riot, or other civil unrest; government restrictions (including cancellation of export licenses), embargoes or blockades in effect; or national or regional emergency.

1.6 “GlobalVision” has the meaning set forth in the Preamble to this Hardware Warranty.

1.7 “Hardware” means a scanner (with or without a computer, monitor, table and/or stand) purchased from GlobalVision and that is covered by this Hardware Warranty.

1.8 “Hardware Support Hours” mean Monday through Friday, from 1:00 am to 5:30 pm EST or 7:00 am to 11:30 pm CET, except on statutory holidays observed in Quebec, Canada.

1.9 “Hardware Support Services” means all services performed as part of this Hardware Warranty to repair any Hardware defects.

1.10 “Hardware Warranty” means this GVE Hardware Warranty.

1.11 “Hardware Warranty Period” has the meaning set forth in Section 3.1.

1.12 “Master Agreement” means a Software License Agreement, a Software-as-a-Service (SaaS) Agreement, General Terms and Conditions, or any other applicable agreement entered into by the Parties.

1.13 “Order Form” means the order form for the Hardware issued by GlobalVision and signed by the Parties, which includes information on Hardware, services, fees, and other information necessary for the delivery of such items to Client.

1.14 “Party” (and the term “Parties”) has the meaning set forth in the Preamble to this Hardware Warranty.

1.15 “Super Users” mean the individual person(s) selected by Client to be the contact person for the creation of support tickets under this Hardware Warranty.
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2. MODIFICATION OF HARDWARE WARRANTY

2.1 Modifications. GlobalVision reserves the right, in its sole and absolute discretion, to modify this Hardware Warranty from time to time, and such modifications shall be effective immediately upon the posting of the revised Hardware Warranty to the GlobalVision website. Client’s use of the Hardware after such modifications have been made shall constitute Client’s acceptance of the modified Hardware Warranty.

3. WARRANTY

3.1 Limited Hardware Warranty. For one (1) year following the contract start date outlined in the applicable Order Form, or if no contract start date is mentioned in the Order Form, the last date of signature of such Order Form (“Hardware Warranty Period”), GlobalVision warrants to the Client that the Hardware shall be free of defects in materials and workmanship under normal use and service.

3.2 Extended Hardware Warranty. Upon the purchase of Hardware, Client shall have the option of purchasing an extended hardware warranty (“Extended Hardware Warranty”), which shall commence as of the expiration of the Hardware Warranty Period above. The Extended Hardware Warranty shall be of a duration of two (2) years (“Extended Hardware Warranty Period”). For the avoidance of doubt, the Extended Hardware Warranty applies to one (1) Hardware. In the event Client purchases more than one Hardware, an Extended Hardware Warranty will need to be purchased for each additional Hardware. The fees for the Extended Hardware Warranty shall be invoiced in accordance with the terms and conditions set forth in the Master Agreement and the Order Form. The Extended Hardware Warranty is non-renewable and will expire at the end of the two-year period. Upon expiration of the Extended Hardware Warranty, the Client shall no longer be entitled to receive Hardware Support Services.

3.3 Remedy. If GlobalVision is notified in writing of a breach of the warranty in Section 3.1 above during the Hardware Warranty Period or the Extended Hardware Warranty Period, if applicable, GlobalVision’s entire liability and Client’s sole remedy shall be, in GlobalVision’s sole discretion, to repair or replace the Hardware within a reasonable time in accordance with the terms and conditions of this Hardware Warranty. Any Hardware provided as a replacement under the terms of this Hardware Warranty will be warranted for the remainder of (i) the original Hardware Warranty Period; or (ii) the Extended Hardware Warranty Period, if applicable.

3.4 Discontinued Hardware. Notwithstanding anything to the contrary herein, Client will not be able to receive Hardware Support Services for Hardware that is discontinued. The table below outlines the Hardware which have been discontinued as of the last date of revision of this Hardware Warranty:

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3.5 No Renewals. If the Client:

(i) purchased a hardware warranty prior to January 1 st , 2022, such Client shall not be entitled to renew their existing hardware warranty upon its expiration and shall no longer be entitled to receive Hardware Support Services.
(ii) purchased a hardware warranty on or after January 1 st , 2022, such Client shall be entitled to convert to the Extended Hardware Warranty stated in Section 3.2 above at a discounted price set forth in the applicable Order Form. The start date of the new Extended Hardware Warranty shall be the date on which GlobalVision receives payment of the applicable fees. In the event the Client does not wish to convert to the Extended Hardware Warranty, such Client shall not be entitled to renew their existing hardware warranty upon its expiration and shall no longer be entitled to receive Hardware Support Services.

4. HARDWARE SUPPORT SERVICES

4.1 Provision of Services. Hardware Support Services shall be provided remotely. In the event the defect cannot be resolved remotely, Hardware Support Services may be provided on-site, subject to applicable fees and any other conditions communicated by GlobalVision.

4.2 Hardware Support Hours. GlobalVision commits to performing Hardware Support Services during the Hardware Support Hours in accordance with this Hardware Warranty. GlobalVision reserves the right to modify the Hardware Support Hours at its sole discretion.

4.3 Support Tickets. Upon GlobalVision’s written request, Client shall designate up to four (4) Super Users and will provide contact details (in particular, e-mail address and telephone number) through which the Super Users can be contacted at any time. Upon discovery of a failure of the Hardware to conform with the warranty in Section 3.1 above during the Hardware Warranty Period or the Extended Hardware Warranty Period, if applicable, Client or its Super Users may open a ticket with GlobalVision’s support team by:(i) Calling 1-514-624-4422 / 1-800-501-0511;
(ii) E-mailing support@globalvision.co; or
(iii) Clicking here: https://globalvision.co/support-request/

‍4.4 Support Language. All support communications shall be in English.

4.5 Repair Instructions. Upon GlobalVision’s determination that the warranty claim is valid in accordance with the terms and conditions of this Hardware Warranty, GlobalVision will then contact Client to provide repair instructions for the Hardware. If GlobalVision determines that the warranty claim is not valid in accordance with the terms and conditions of this Hardware Warranty, GlobalVision may be able to offer Client service alternatives, subject to applicable fees.

4.6 Hardware Return. If the repair instructions do not resolve the defect, GlobalVision will provide Client with written authorization to return the Hardware for repair or replacement. Client shall be responsible for securely packaging the Hardware in the original packaging and on the same palette provided by GlobalVision and returning the same to GlobalVision within thirty (30) days of receiving return instructions from GlobalVision. All transport fees, freight charges, duties, and other fees required to transport any Hardware to GlobalVision from Client’s place of business, or inversely, shall be Client’s responsibility.

4.7 Repair or Replacement. At GlobalVision’s sole discretion, the defective Hardware will be either repaired or replaced at no additional cost to Client. Any replacement may, at GlobalVision’s sole discretion, be new or refurbished, and may be the same model or another model of like kind and quality. GlobalVision will use commercially reasonable efforts to repair or replace any Hardware in accordance with the terms herein.

4.8 Client Data and Other Information. GlobalVision shall not be responsible for maintaining or protecting any configuration settings or data found on the returned Hardware. Client is responsible to back up all data before returning any Hardware to GlobalVision. GlobalVision shall not be responsible for any lost or damaged data. Furthermore, Client shall be responsible to remove any confidential, proprietary, or personal information from the Hardware before returning it to GlobalVision.

4.9 Client Responsibility. Should Client fail to return the defective Hardware to GlobalVision within the time limit referenced in Section 4.6 above, Client shall be responsible for the full cost of such Hardware, including any applicable fees and taxes of any nature.

4.10 Title and Risk of Loss. Title to any replacement Hardware provided to Client by GlobalVision, and risk of loss in relation to the replacement Hardware, shall pass to Client upon shipment of such Hardware to Client. Title to the replaced Hardware shall pass to GlobalVision upon GlobalVision’s receipt of the same.

5. C8 SCANNER

5.1 Applicability of Hardware Warranty. The terms of this Hardware Warranty shall apply to the purchase of a C8 scanner from GlobalVision, subject to the exceptions set forth below.

5.2 No Extended Hardware Warranty. Notwithstanding Section 3.2 above, Client will not have the right to purchase an Extended Hardware Warranty for the C8 scanner. For the avoidance of doubt, the C8 scanner will only be subject to the limited hardware warranty set forth in Section 3.1 above.

5.3 Remedy. If GlobalVision is notified in writing of a breach of the warranty in Section 3.1 above during the Hardware Warranty Period, GlobalVision’s entire liability and Client’s sole remedy shall be to replace the C8 scanner within a reasonable time in accordance with the terms and conditions of this Hardware Warranty. A C8 scanner provided as a replacement under the terms of this Hardware Warranty will be warranted for the remainder of the original Hardware Warranty Period.

5.4 Replacement of Hardware. Upon GlobalVision’s determination that the warranty claim is valid in accordance with the terms and conditions of this Hardware Warranty, GlobalVision will provide Client with written authorization to return the C8 scanner for replacement. The defective C8 scanner will be replaced at no additional cost to Client, except for the transport costs mentioned hereinafter. Client shall be responsible for securely packaging the C8 scanner and returning the same to GlobalVision within thirty (30) days of receiving return instructions from GlobalVision. All transport fees, freight charges, duties, and other fees required to transport the C8 scanner to GlobalVision from Client’s place of business, or inversely, shall be Client’s responsibility. Should Client fail to return the defective C8 scanner to GlobalVision within the aforementioned time limit, Client shall be responsible for the full cost of the C8 scanner, including any applicable fees and taxes of any nature.

6. EXCLUSIONS

6.1 Exclusions to Hardware Warranty. This Hardware Warranty does not apply to:

(i) software, including without limitation, any operating system and any software installed or embedded in the Hardware;
(ii) any Hardware that is not purchased from GlobalVision, unless otherwise agreed to in writing by GlobalVision;
(iii) any parts, components, or peripheral devices that do not fall under the definition of Hardware, such as sleeves, calibration sheets, color calibration charts, glass plates, white background plates, and/or fluorescent lamps;
(iv) third party parts, components, or peripheral devices added to the Hardware, including damages caused by such additions;
(v) damages caused by:
(a) Client’s use of the Hardware that is not in accordance with the Documentation;
(b) abuse, accident, unusual physical, electrical or electromagnetic stress, neglect, misuse, fluctuations in electrical power beyond those set out in the Documentation, failure of air conditioning or humidity control, excessive dust or exposure to the elements, improper shipping, improper installation, improper maintenance, or any other misuse, abuse, or mishandling;
(c) Force Majeure Events;
(d) servicing not authorized by GlobalVision; or
(e) any failure by Client to perform preventive maintenance;
(vi) any Hardware that has been modified to alter functionality or capability without the written permission of GlobalVision;
(vii) normal wear and tear, such as scratches, dents and broken plastic or other material;
(viii) Hardware for which payment has not been fully received;
(ix) any Hardware that is licensed for beta, evaluation, testing or demonstration purposes; or
(x) any alleged defect that cannot be identified or reproduced.

6.2 NO WARRANTY. THE ABOVE HARDWARE WARRANTY IS NULL AND VOID IF: (I) THE HARDWARE WAS REPAIRED OR ALTERED BY ANYONE OTHER THAN GLOBALVISION OR WITHOUT GLOBALVISION’S WRITTEN APPROVAL; (II) THE HARDWARE WAS INSTALLED ON A VIBRATING SURFACE; OR (III) THE HARDWARE WAS MOVED FROM THE ORIGINAL PLACE OF INSTALLATION WITHOUT GLOBALVISION’S WRITTEN APPROVAL.

7. DISCLAIMER OF WARRANTIES

7.1 DISCLAIMER.EXCEPT FOR THE HARDWARE WARRANTY EXPRESSLY STATED ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GLOBALVISION AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE; (II) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCT; OR (III) THAT THE OPERATION OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS HARDWARE WARRANTY PERIOD OR EXTENDED HARDWARE WARRANTY PERIOD (AS APPLICABLE) SET FORTH HEREIN. GLOBALVISION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS HARDWARE WARRANTY. THIS DISCLAIMER AND EXCLUSIONS SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

8. LIMITATION OF LIABILITY

8.1 DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY OTHERWISE PROVIDED FOR IN THIS HARDWARE WARRANTY, IN NO EVENT WILL GLOBALVISION OR ANY OF ITS SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY IN ANY AMOUNT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT GLOBALVISION OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, FOR ANY: (I) LOSS, DAMAGE, OR CORRUPTION OF DATA; (II) INTERRUPTION OR LOSS OF BUSINESS; (III) LOSS OF REPUTATION OR GOODWILL; (IV) ERROR, DEFECT, DELAY, OR INABILITY TO USE THE HARDWARE; (V) INABILITY TO ACHIEVE ANY INTENDED RESULT; (VI) THIRD PARTY CLAIMS AGAINST CLIENT FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR INJURY TO PROPERTY RESULTING FROM THE USE OR INABILITY TO USE THE HARDWARE; OR (VII) INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOST BUSINESS, LOST DATA, OR A FAILURE TO REALIZE EXPECTED SAVINGS).

8.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM, AGGREGATE LIABILITY OF GLOBALVISION AND ITS RESPECTIVE SUPPLIERS, UNDER OR IN CONNECTION WITH THIS HARDWARE WARRANTY, WHETHER DIRECT OR INDIRECT, UNDER ANY LEGAL THEORY OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC HARDWARE THAT IS THE SUBJECT OF A CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

9. GENERAL

9.1 Transfer. The Hardware Warranty is extended only to the original purchaser of the Hardware and may be void in the event that title to the Hardware is transferred without GlobalVision’s written consent.

9.2 Governing Law and Jurisdiction. This Hardware Warranty and any claims arising out of or relating to this Hardware Warranty shall be governed by and construed in accordance with the laws of the Province of Quebec, or any other laws mutually agreed upon by the Parties in the Master Agreement, without reference to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to this Hardware Warranty shall be instituted exclusively in the courts in the judicial district of Montreal, Province of Quebec, Canada, or the courts in any other jurisdiction mutually agreed upon by the Parties in the Master Agreement, and the Parties irrevocably submit to the exclusive jurisdiction of such courts in any suit, action, or proceeding. The United Nations Convention of Contracts for the International Sale of Goods is specifically excluded from and will not apply to this Hardware Warranty.

9.3 Effect of Failure or Delay. GlobalVision shall not be responsible or liable if the performance of its obligations is prevented or delayed due to: (i) Client’s own delay or failure to perform any of Client’s obligations under this Hardware Warranty; or (ii) Force Majeure Events.

9.4 Severability. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired.

9.5 Conflict. In the event of a conflict between the provisions of the Master Agreement and the terms of this Hardware Warranty, the terms of this Hardware Warranty shall prevail.