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fNIRS devices to monitor brain activity - Cortivision
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GENERAL GUARANTEE TERMS

OF  CORTIVISION SP. Z O.O. WITH REGISTERED OFFICE IN LUBLIN

1 INTRODUCTORY INFORMATION

  1. These General Guarantee Terms (GGT) constitute an integral part of agreements (i.e., distribution agreements or sales agreements based on General Contract Terms https://www.cortivision.com/gtcs/) concluded between CortiVision sp. z o.o. with its registered office in Lublin, address: al. Warszawska 47, 20-803 Lublin, Poland, registered in the National Court Register under the KRS number: 0000778374, NIP: 7123384349, REGON: 38289189100000, and purchasers of its offered products, provided relevant purchase agreements do not state otherwise.
  2. Whenever the terms below are used in the GGT, they should be understood as defined below:
  • Guarantor – CortiVision sp. z o.o. with its registered office in Lublin, address: al. Warszawska 47, 20-803 Lublin, Poland, registered in the National Court Register under the KRS number: 0000778374, NIP: 7123384349, REGON: 38289189100000;
  • Product – devices designed, manufactured and produced by the Guarantor. The devices are research equipment, they are not medical devices as defined by EU Directive 93/42;
  • Buyer – the entity purchasing Products from the Guarantor (not being a consumer within the meaning of article 22¹ of the Polish Civil Code);
  • Parties – Guarantor and Buyer;
  1. Any sale of the Product between the Parties is subjected to these GGT.
  2. The Parties exclude the application of Buyer’s contract templates (especially general guarantee conditions and contract templates, regulations) or any other documents related to the value or defects of the Product.
  3. Under Article 558 §1 of the Polish Civil Code, the warranty (rękojmia) for the Product is excluded to the possible extent by the laws. All Guarantor liability related to the Product, its quality, or defects is covered by this GGT. Any other liability is excluded.
  4. The Product is provided “as is” with the limited guarantee stated in this GGT. There is no other guarantee or Guarantor responsibility of any kind, including but not limited to guarantees of use, value, specifications, functionality, performance, merchantability or any other warranties or fitness for a particular purpose, express or implied. The Guarantor is not responsible for the Product’s failure to meet the above expectations of the Buyer.

2 GUARANTEE SCOPE AND DURATION

  1. The Guarantor provides the Buyer with a limited guarantee for all Products sold by it – on the terms stated in this GGT. The GGT only applies if the Product is used according to the intended purpose, the Product’s manual, and the operating conditions specified in the documentation attached to the Product.
  • Amplifier – for a period of 24 (twenty-four) months;
  • Detectors and emitters containing:
    • infrared light detectors,
    • dual-band infrared light emitters (LEDs),
    • short channel emitters,
    • common electrode,
    • splitter with IMU module,
    • ribbon cable,
      for a period of 18 (eighteen) months;
  • Cap – for a period of 6 (six) months;
  • Computer and its parts – the computer is produced by an independent and external provider. Any computer’s guarantee shall be recognized exclusively by its producer. The Guarantor does not provide any guarantee for the computer or its’ parts.
  • Wires including battery charging cable and flat cable to connect the optode splitter – for a period of 18 (eighteen) months;
  • Other or non-mentioned parts – The Guarantor does not provide any guarantee.
  1. The guarantee period is calculated from the day of handing over the particular Product to the Buyer – according to the appropriate sales contract (e.g. General Contract Terms or Agreement.
  2. Any repair of the Product or delivery of brand-new parts or whole Product – does not extend the warranty period. The warranty period is limited to its first and initial duration.
  3. During the guarantee period, the Guarantor is obligated to deliver and replace defective parts or repair the defective Product free of charge (within the scope of point 2 above). If the Guarantor determines that repairing the Product is not possible or the cost of repairing the device is disproportionately high compared to the price of a new Product, it may decide to exchange the Product for a defect-free one. The decision to repair or provide the new Product – is a sole discretion decision of the Guarantor.
  4. In specific situations (e.g., absence of the part in the commercial offer), if the exchange for the same model is impossible, the Guarantor replaces the device with another type with the most similar technical parameters. Such action is also considered the fulfillment of the Guarantor’s guarantee obligations.
  5. Periodic maintenance and inspections of the Product are not covered by the guarantee, especially cleaning, adjustments, functionality checks, error corrections, user parameter programming, and other activities that the Buyer is obligated to perform.
  6. The Guarantor is not liable for any claims for compensation for any damages resulting from Product defects, either to the Buyer or third parties. The only obligation of the Guarantor is to repair or replace the Product free of defects in accordance with the terms of this guarantee. Guarantee rights do not include the Buyer’s right to demand compensation for lost profits due to Product defects.
  7. Defects reported to the Guarantor after the guarantee period are not covered by the guarantee.
  8. The guarantee does not cover parts subject to normal wear and tear, as well as consumable parts and materials i.e. (i) transport case, (ii) pressure cap, (iii) amplifier mounting system, (iv) holders.
  9. The Guarantor’s liability under the guarantee covers only defects arising from causes inherent in the sold Product (hidden defects resulting from manufacturing defects or related to hidden material defects of Product elements).
  10. To benefit from guarantee rights, the Buyer must adhere to the Product’s installation, storage, and operation methods, following the user manual and the principles of proper operation.
  11. The guarantee does not cover any use or any damage resulting from the breach of the obligation stated in points 11 or 12 above. Especially the guarantee does not cover damages and defects caused by:
    • improper or non-intended use of the Product;
    • failure to comply with recommended Product operating instructions specified in the documentation, especially concerning maintenance, operation, or storage of the Product
    • mechanical, chemical, electrical, or other similar damage;
    • damage to the device resulting from random events, force majeure factors, e.g. fire, flood, lightning,
    • independent repairs or modifications by the user or the Buyer;
    • unscrewing the Product casing and ripping off the seals;
    • failure to adhere to recommended parameters for supplying media;
    • damages resulting from random events, force majeure (fire, flood, lightning, etc.);
    • damages to the Product resulting from the use of non-original or non-compliant accessories and materials recommended by the manufacturer.
  12. The Buyer loses guarantee rights for the Product in case of:
    • any modification of the Product,
    • unscrewing the Product casing,
    • ripping off the seals,
    • interference with the Product by unauthorized persons,
    • any attempts to repair the Product made by an unauthorized person,
    • failure to comply with the obligation to perform periodic maintenance inspections, if required.

3 GUARANTEE PROCEDURE

  1. The basis for accepting the guarantee rights is the submission of a guarantee complaint by the Buyer in writing or via e-mail, including a detailed description of the detected defect in the Product. Upon receipt of the complaint, the Guarantor will make a preliminary decision regarding the guarantee complaint (accept/decline).
  2. Product defects discovered during the guarantee period must be reported to the Guarantor promptly, but no later than within 7 days from the date of their discovery.
  3. The Product in which a defect is found should be immediately taken out of use under the risk of losing guarantee rights.
  4. Only complete Products, suitable for guarantee verification, free of defects and mechanical damage resulting from external factors, Buyer’s actions, or third parties, are subject to the guarantee procedure.
  5. In the case of delivering the Product without a claim, with an incomplete claim, or a claim containing incorrect data, the Guarantor reserves the right to extend the time for processing the guarantee repair.
  6. After initially accepting the guarantee claim – the Parties agree on the place of performance for the guarantee repair service, i.e.:
  • at the Guarantor’s premises (i.e., after the Buyer sends the Product to the Guarantor’s premises);
  • remotely at the Buyer’s premises (with the prior consent of the Guarantor to provide the guarantee repair service in this mode).
  1. The Guarantor does not provide personal guarantee repair services at the Buyer’s premises.
  2. If the guarantee claim is declined – the Parties may agree to paid repair service provided by the Guarantor, under the price and terms specified in such an agreement the paid service.
  3. The provision of the guarantee service at the Guarantor’s premises, as mentioned in point 6.1. above, proceeds as follows:
  • after recognizing the guarantee claim by the Guarantor and contacting the Buyer, the Buyer sends the Product to the Guarantor’s premises;
  • upon delivery of the Product to the Guarantor, a technical examination of the Product is carried out regarding the reported defect;
  • after completing the technical examination of the Product, the Guarantor contacts the Buyer to convey the results of the technical examination and determine whether the defect in the Product is covered by the guarantee as specified in these GGT (final decision);
  • in the case of a defect not covered by the guarantee §4 below applies;
  • after contacting the Buyer and confirming a defect covered by the guarantee, the Guarantor indicates the expected duration of the guarantee repair of the Product (by specifying the approximate number of days);
  • in case the expected duration of the guarantee repair exceeds 21 (twenty-one) working days, the Guarantor is obliged to provide the Buyer with a replacement Product for the duration of the guarantee repair;
  • after completing the guarantee repair by the Guarantor, the Product is returned to the Buyer.
  1. The provision of the guarantee service remotely at the Buyer’s premises, as mentioned in point 6.2. above, proceeds as follows:
  • after recognizing the guarantee claim by the Guarantor, and confirming whether the defect in the Product is covered by the guarantee, the Guarantor contacts the Buyer to obtain consent for remote guarantee repair;
  • The buyer is obliged to strictly follow all the instructions of the Guarantor during the conducted remote guarantee repair;
  • The buyer undertakes to fully cooperate with the Guarantor during the remote guarantee repair;
  • the Guarantor undertakes to provide, at its own expense, all necessary parts for remote guarantee repair of the Product;
  • when choosing remote repair mode, the Buyer agrees – following prior arrangements with the Guarantor regarding the date and time – to establish a communication session in a program allowing remote access to the Buyer’s computer, i.e., via TeamViewer (or another program compatible with the Guarantor’s devices);
  • due to the need for the Guarantor to connect to the Buyer’s computer, the Buyer declares that:
  • the device from which the communication session is initiated is used exclusively for business purposes, has licenses for commercial software from legal sources, is protected by up-to-date antivirus software, and has all activated system protections;
  • the communication session is always established through a secure connection via a commercial network secured with a password, accessible only to authorized persons (based on authorization granted by the Buyer);
  • each communication session (i.e., its duration) conducted during remote guarantee repair is recorded in the register kept by the Guarantor to meet the accountability requirement;
  • the number of communication sessions during remote guarantee repair depends on the type of defect in the Product, and their duration is determined individually between the Parties.
  1. The Guarantor is not responsible for the proper packaging and delivery of the Product to the Guarantor’s premises.
  2. Failure to cooperate adequately with the Guarantor may be treated as a waiver of the guarantee by the Buyer or result in the rejection of guarantee repair for reasons attributable to the Buyer.
  3. If the Guarantor accepts a defect in the Product covered by the guarantee, the shipping costs of the Product are borne by the Guarantor.
  4. The defective Products and their parts replaced during the guarantee repair service become the property of the Guarantor.
  5. The Guarantor reserves the right to charge the Buyer for the costs associated with the technical examination of the Product if the Product is functional or the damage is not covered by the guarantee.
  6. The Guarantor is not liable for the timely performance of guarantee obligations if its activities are disrupted by force majeure or other unforeseeable events.
  7. The Product delivered to the Guarantor’s premises must meet basic hygiene conditions; otherwise, actions taken by the Guarantor to clean the device are not included in the scope of the guarantee service and will be performed for a fee charged to the Buyer. The Guarantor may make the fulfillment of guarantee obligations dependent on the Buyer’s performance of the above activities.
  8. The Guarantor is not liable for the requirements arising from these GGT if the required repairs cannot be carried out due to import/export restrictions on spare parts or other legal regulations.
  9. In the case of a non-standard Product, especially a Product with specific parameters or properties that require specialized spare parts for repairs, the Guarantor reserves the right to extend the performance period of the guarantee service by the time necessary to import and/or produce the aforementioned parts, but not longer than 90 days.
  10. The Guarantor is not obligated to upgrade or modify existing Products after the introduction of newer versions and models to the market.

 4 REPAIR PROCEDURE IN CASE OF DEFECTS NOT COVERED BY GUARANTEE

  1. If, after verifying the Product following the submission of a guarantee claim and/or delivering the Product to the Guarantor after a technical examination, it is determined that the defect is not covered by the guarantee, the Guarantor contacts the Buyer to convey the results of the technical examination of the Product.
  2. In the event that the Guarantor establishes that the defect in the Product is not covered by the guarantee, the shipping costs of the Product are borne by the Buyer.
  3. After being informed by the Guarantor that the reported defect in the Product is not covered by the guarantee, at the Buyer’s request, the Guarantor will prepare a paid estimate for the repair, specifying the scope of the repair and indicating the estimated time for the Product’s repair.
  4. The cost estimate for repairing the Product is prepared individually for each non-guaranteed repair order.
  5. Acceptance (in writing or by email) by the Buyer of the repair order for a defect not covered by the guarantee results in the obligation to pay according to the estimate provided by the Guarantor.
  6. The Guarantor proceeds with the repair of the Product after the Buyer has paid the full amount specified by the Guarantor in the estimate.
  7. The repair of the Product with a defect not covered by the guarantee is carried out according to the scope and within the deadlines specified by the Guarantor.

5 ADDITIONAL PAID SERVICE OF THE GUARANTOR – TECHNICAL SERVICE

  1. The Buyer is entitled to instruct the Guarantor to perform an additional paid (i.e., not covered by the guarantee) technical service for the Product.
  2. The additional technical service for the Product requires the Buyer to submit a written order or send an email to the Guarantor.
  3. The Guarantor accepts the order for technical service by providing the Buyer with an available time slot for performing the technical service, along with indicating its cost.
  4. The shipping costs for the Product as part of the technical service are covered by the Buyer.
  5. The Guarantor begins the technical service after the Buyer has paid the full price for its implementation.
  6. Lack of response from the Guarantor shall be treated as non-accepting the service.

6 FINAL PROVISIONS

  1. The Buyer is not entitled to make any deductions from the receivables due to them as compensation to the Guarantor for performing technical service or in the case of repairs not covered by the guarantee.
  2. Polish law is the governing law for these GGT. In matters not regulated by these GGT, the provisions of Polish law apply.
  3. In the event of a dispute between the Parties regarding matters regulated by these GGT, the Guarantor and the Buyer will seek an amicable resolution to the issues. If differences persist, the competent court for resolving disputes will be the common court with jurisdiction over the Guarantor’s registered office.
  4. The ineffectiveness of any of the above provisions does not imply the ineffectiveness of all provisions of these GGT.
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