GENERAL TERMS OF SALES AND SERVICE (ZGTS-3/25)
Scope
These Zenniz General Terms of Sales and Service (“Terms”) shall be applied as an essential part of the contract between Zenniz Inc., a Delaware corporation (“Zenniz”), and the customer (the “Customer”) to whom Zenniz delivers agreed Zenniz game monitoring system and/or related components and spare parts (“Products”). All amendments to these Terms shall be made in writing and duly signed by both Zenniz and the Customer (each referred to as “Party”).
Delivery of Products
Zenniz shall deliver the agreed Products to the Customer. All delivery times are estimates but Zenniz shall notify the Customer of any material changes to the estimated schedule. The title to the Products shall transfer from Zenniz to the Customer when the Products have been delivered and fully paid for. All risks of damage to the Products will transfer to the Customer in accordance with the agreed delivery term.
Prices and Charges
The prices of the Products are set forth in contract documents agreed upon between the Parties. Unless otherwise agreed, all prices are in USD and quoted excluding shipping costs. Zenniz shall charge the Customer for delivery and possible non-standard packaging, travel and accommodation expenses, daily allowances, and other agreed costs. All prices are exclusive of applicable sales tax, use tax, and any other similar taxes, duties, or charges imposed by any governmental authority. The Customer shall be responsible for all such taxes, duties, or charges associated with the purchase, except for taxes imposed on the income of Zenniz.
Payment Terms
The term of payment is 21 days net from the date of the invoice. All objections and claims regarding an invoice must be made before the payment due date. Annual interest on overdue payments will be 10,5%.
Inspection of Products
Within two weeks after the delivery of the Products, the Customer shall carry out an inspection in order to detect any clearly noticeable defects or deficiencies. The Customer shall promptly notify Zenniz in writing if the delivered Products do not conform to the contract documents. The notice shall contain a description of the defect or deficiency.
Products Warranty
In case there are defects in the workmanship or material of the Products at the time of delivery, which appear as deviations from specifications set forth in applicable contract documents, and the Customer cannot, therefore, reasonably utilize the Products, Zenniz shall at its discretion without undue delay either repair or replace the defective Products or refund the price paid by the Customer for the defective Products. The warranty does not cover defects that result from (i) faulty repair or maintenance by the Customer or third parties, (ii) the use of the Products in operating conditions that deviate from the specifications, (iii) the use of the Products contrary to Zenniz’s written instructions, (iv) modifications undertaken without Zenniz’s prior written authorization or (v) normal wear and tear, deterioration, or accidents, or (vi) severe weather conditions. At Zenniz’s request, the Customer shall deliver the defective Products to Zenniz for inspection, and Zenniz shall compensate the Customer for reasonable shipping costs. The Customer shall be responsible for the dismantling and re-installation of the Products at its own cost. Unless otherwise agreed, Zenniz shall deliver repaired or replacement Products in accordance with the delivery term agreed in the original contract documents. The warranty is valid for two (2) years from the date of delivery of the defective Products. The Customer shall notify Zenniz of a defect or a deficiency in the Products without undue delay and, in any case, within two weeks after the expiry of the warranty period. The notification must be in writing and give sufficient details to enable Zenniz to identify and investigate the defect or deficiency. Zenniz does not give the Customer any other warranty or guarantee, express or implied, for the Products, including but without limitation warranties of merchantability, fitness for any particular purpose, performance, non-infringement, or warranties and guarantees under applicable laws or otherwise. The aforesaid warranty is the sole and exclusive remedy of the Customer concerning defects and deficiencies in the Products.
Services Warranty
Unless otherwise agreed, Zenniz offers the following limited warranty on the installation, training, consultation and other professional services performed in connection with the delivery of the Products. In case the services are provided without due skill and care, and such services or their results are therefore essentially without their expected usefulness to the Customer, Zenniz shall, at its sole discretion, provide the Customer with (i) new services or corrected results of the services without undue delay or (ii) a refund at the maximum of 100% of the prices paid by the Customer for defective services or their results. This limited warranty is valid for one month from the performance of the defective services. This limited warranty is the sole and exclusive remedy of the Customer for defective services, thus Zenniz does not give the Customer any other warranty or guarantee, express or implied, for the services, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance or non-infringement.
Confidentiality
Each Party shall keep confidential information of the other Party as strictly confidential, shall not disclose same to any third party, and shall not use it for any unauthorized purposes. These obligations of confidentiality shall survive the termination of the contract between the Parties. Notwithstanding these obligations of confidentiality, each Party shall be entitled to use the name of the other Party for reference purposes in advertising, promotional and sales materials. For the avoidance of doubt, the Parties note that each Party shall be entitled to use expertise and experience originating from the Products in its general work and activities irrespective of the contract between the Parties provided, however, that such Party complies with the confidentiality obligations above.
Rights to Products
All intellectual property rights related to the Products will remain the property of Zenniz or its suppliers or licensors. The delivery of the Products is a sale of goods, not a transfer of any intellectual property rights.
Limitation of Liability
To the maximum extent permitted by applicable law, neither Zenniz nor any supplier or licensor of Zenniz shall be liable for any indirect, special, consequential, punitive or incidental damage, or loss of revenue, profit or data, in relation to the Products, the related services, whether arising out of the contract between the Parties or applicable law or regulation. The maximum liability of Zenniz shall be limited to the amount actually paid by the Customer for the Products or the related services. These limitations shall not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within one month of the date when the damage was or should reasonably have been noticed. The Customer expressly acknowledges and accepts that these limitations of liability constitute an essential part of these Terms.
Force Majeure
Force Majeure is an event that prevents, or makes unduly difficult, the delivery of the Products, the performance of the related services, or other duties agreed by the Parties. Such events shall be, for example, war, rebellion, natural catastrophe, epidemics, general interruption in energy distribution or telecommunications, re, strike, embargo, or some other equally significant and unforeseen event independent of the Parties. Each Party shall be entitled to suspend its duties in case of Force Majeure without liability thereof. The delay of a subcontractor, a supplier, or an affiliate caused by the above events is also considered Force Majeure. Each Party shall inform without undue delay the other Party of both the emergence and ending of Force Majeure.
Independent Contractors
The Parties shall at all times remain independent contractors. Nothing in these Terms or the contract between the Parties shall be considered to constitute a joint venture, partnership, agency, representative, or employment relationship between the Parties. Neither Party shall be entitled to make any commitments on behalf of the other Party.
Severability
Should any provision of these Terms or other contract documents between the Parties be declared unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms and contract documents shall remain in full force and effect to the fullest extent permitted by law. The Parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the Parties.
Governing Law and Disputes
These Terms shall be governed by the substantive laws of the State of Delaware, with the exception of any conflict of law principles in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not be applicable. Any controversy or claim arising out of or relating to these Terms or the contract, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) by one arbitrator appointed in accordance with the Commercial Rules. The arbitrator will have no authority to award punitive special, or consequential damages, or compensatory damages exceeding the total amount actually paid by the Customer to Zenniz for the Products and related services. The proceedings shall be conducted in the English language in Wilmington, Delaware. Notwithstanding the foregoing, said arbitration clause does not prevent either Party from submitting claims for the collection of justifiably undisputed debts to any court having competent jurisdiction.