Terms and Conditions
These Terms and Conditions apply to every order for hardware products, firmware, software and/or documentation (Products) that you place with Sensor Holdings Limited (SHL, StretchSense, we, us or our), unless there is a separate written agreement signed by both parties which excludes these terms. If there is such an agreement and it does not exclude these terms, both these terms and the terms of that agreement apply, and the agreement prevails if there is any inconsistency. Each order, once accepted, forms a binding agreement on these terms, the terms set out in our quote for those Products, and (if applicable) our Credit Account Terms and Conditions and any other agreement referred to above (Terms). The Terms apply to the exclusion of any standard or other terms you may have for the purchase of goods.
StretchSense’s acceptance occurs on the earlier of when we dispatch the Products to you or notify you by email that we accept your order. We can reject an order for any reason. Once accepted, an order may not be cancelled without the written permission of StretchSense.
- PRICE AND PAYMENT
- You must pay the price stated in the quote for the Products before we will ship the Products, unless you have prior credit approval from us.
- Prices stated in the quote exclude sales taxes, good and services taxes, value-added taxes and taxes of a similar nature, which the Customer must pay in addition on any taxable supplies.Payment must be by electronic transfer or credit card using PayPal. Credit card payments incur a 4.0% surcharge.
- You must pay all costs of delivery, insurance, export and import clearance, and other taxes and duties that relate to your purchase of the Products.
- RETURN POLICY
If a returns option is authorised by us in writing prior to our acceptance of your order, you may return Products purchased from StretchSense and receive a Credit Note to the value of any portion of the quoted price not yet due according to the payment terms subject to the following terms:
- You have used the Products solely:
- for your lawful internal evaluation and testing purposes; and
- in accordance with these Terms.
- You have not:
- cut or perforated the Products, affixed the Products to any other item, repaired the Products, or otherwise modified or altered the Products; or
- sold or otherwise made the Products available to a third party, except with StretchSense’s prior written approval.
- The Products are returned to StretchSense in good order and condition (fair wear and tear excepted) and in accordance with the packaging and shipping instructions notified to you by us.
- You notify StretchSense of your intention to return the Products and dispatch the products to StretchSense’s Return Address prior to the credit amount being claimed becoming due.
- You pay all costs of return shipping (including any duties and/or taxes if applicable).
- If the Products or any part of the Products suffer any loss, theft or damage other than fair wear and tear, you must either (at your option):
- pay StretchSense the Price of the products stated in the quote; or
- pay StretchSense’s repair costs. The amount to repair the damage is at StretchSense’s sole discretion.
- You have used the Products solely:
- DELIVERY, TITLE AND RISK
- We will deliver the Products to the SHIP TO address stated in the quote or otherwise agreed in writing. Any stated time for delivery is an estimate only. You must accept and pay for the Products regardless of any delay. We will not be liable for any loss or damage resulting from any delay, however caused.
- All shipments are FCA Auckland (Inco Terms 2010) unless otherwise agreed in writing.
- Title to the Products passes to you on the later of delivery and payment in full for the Products.
- Risk in the Products passes to you when we dispatch the Products.
- If the Customer is in breach of the Terms (including failing to pay any payment when due), StretchSense or its agent will be entitled to enter upon the Customer’s premises at any reasonable time and repossess the Products.
- The Products are provided as evaluation systems. You must ensure the Products are accompanied by a skilled technician at all times during use.
- We warrant that the Products will:
- i at the time of delivery, meet the specifications in the quote or otherwise agreed in writing; and
- for 3 months from delivery, be free from material defects in workmanship and materials.
- The warranties in clause 6b do not apply to any defect caused by modification of the Product by any person other than us, your breach of the Terms, or use of the Product for a purpose not contemplated by the Terms and not authorised by us in writing.
- If the Products do not meet a warranty, StretchSense may, at its option:
- Repair or replace the defective Products; or
- Refund the purchase price of the Products to the Customer.
- The remedies under clause 6d are the Customer’s sole remedy against StretchSense for breach of warranty.
- To the maximum extent permitted by law, our warranties are set out in this clause 6 and all other conditions and warranties, including any as to merchantable quality or fitness for purpose (including a particular purpose) are excluded.
- INTELLECTUAL PROPERTY
- We (and our licensors) own all intellectual property rights in the Products and any accompanying documentation.
- Subject to your continued compliance with the Terms, we grant you a worldwide, non-exclusive licence to use the Products for the purposes of your internal research and evaluation of the Products, or for your commercial use in consumer electronics, motion capture and augmented/virtual reality, and sports and fitness industries.
- Except for the limited licence granted above, nothing in the Terms acts to assign or licence any of our (or our licensors’) intellectual property rights to you.
- Except to the extent expressly permitted by law that cannot be excluded by the Terms, you must not copy, modify, decompile, reverse-engineer, re-sell, sublicense or otherwise deal in the Products without our written consent.
- LICENSOR STATEMENTS
- Parker Hannifin Corporation: StretchSense Products that utilise dielectric electro-active polymer (DEAP) technology are manufactured and supplied under licence from the Quick Coupling Division of Parker Hannifin Corporation, Minneapolis, MN, USA (Parker). Such licence enables us to manufacture and supply Parker DEAP transducer products generally for evaluation and application validation purposes, and commercially for consumer electronics, motion capture and augmented/virtual reality, and sports and fitness industries. Commercial use in other industries is subject to Parker’s consent.
- Auckland UniServices Limited: Our sample Products that utilise certain sensor technologies are manufactured and supplied under licence from Auckland UniServices Limited in Auckand, New Zealand (UniServices). These licensed technologies originally being created by the Biomimetics Lab at the Auckland Bioengineering Institute. Such licence enables us to manufacture and supply sensor products for evaluation, application validation, and commercial purposes for all fields.
Our maximum aggregate liability to you in connection with the Products will not exceed the amount paid by you for the Products. We are not liable to you for any loss of profit, revenue, savings, business, data, goodwill, or any consequential, indirect, incidental or special damage or loss of any kind.
- EXPORT CONTROL
You must comply with all applicable export control laws and not export or re-export Products or technical data you receive other than in compliance with the applicable export control laws. You are responsible for obtaining any required licences to export, re-export or import Products or technical data.
- Any waiver by us must be in writing and signed by us.
- Any illegality, unenforceability or invalidity of a provision of the Terms does not affect the legality, enforceability or validity of the remaining provisions.
- Any variation to the Terms must be in writing and signed by both parties.
- The Terms set out everything agreed in relation to the supply of the Products and supersede and cancel anything discussed, exchanged or agreed prior to their start. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the date of the Agreement. If there is any inconsistency between the invoice and the other Terms, the other Terms prevail.
- You must not assign or transfer your obligations without our prior written consent.
- The Terms are governed by and interpreted in accordance with, the laws of New Zealand. We both submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with the Terms.