1. OVERVIEW OF TERMS
When Customer issues a purchase order ("PO") to UVLEN® Inc and/or any of its affiliates ("UVLEN®") for goods/services at the price stated in the PO, Customer agrees that UVLEN® will deliver the goods/services on the terms set out herein ("Terms"). A binding contract is formed between Customer and UVLEN® when UVLEN® acknowledges receipt of the PO in writing to Customer.
Terms of Payment. Prices specified in the PO shall be construed in accordance with the Incoterms® 2010 as set out in Clause 3. UVLEN® will issue a separate invoice for each PO when the goods/services have been delivered. Payment for each invoice shall be made no later than the due date set out in the applicable invoice. All payments are not subject to deduction for or on account of any GST or QST, VAT, levies, and surcharges. Where Customer is required by law to make any such deduction, Customer shall gross up the sum payable to UVLEN® by such additional amounts as are necessary to ensure that UVLEN® receives the full amount of the payment under the invoice. Interest. In the event of late payment, UVLEN® shall impose an interest on the outstanding sum at a rate of 1% per month (or such other rates as UVLEN® may prescribe from time to time) from the date the outstanding sum was due and payable until such sum is paid in full.
Packing. All shipments shall be packed in a manner that, in UVLEN®'s sole discretion, will provide efficient handling and reduce the possibility of damage. Delivery. Unless otherwise agreed between UVLEN® and Customer, UVLEN® shall deliver all goods to Customer on an FCA basis under Incoterms® 2010. The title and all risks of loss of or damage to the goods shall be borne by Customer upon delivery to Customer or the freight forwarder at the relevant location. Warranty. All goods/services of UVLEN® are provided "as-is" and UVLEN® disclaims any and all warranties, express, implied or statutory, including, without limitation, any warranty of fitness for any particular purpose or non-infringement. Inspection. Customer is advised to inspect the delivered goods immediately upon receipt.
UVLEN® reserves the right to cancel any PO or any part thereof (even after such PO has been confirmed by UVLEN®) without liability or compensation to Customer: (a) for breach by Customer of any provision of these Terms (as may be amended or revised); (b) on bankruptcy or insolvency of Customer; or (c) where any Force Majeure Event continues for more than 30 consecutive days. Customer shall not be entitled to cancel or amend any PO once the PO has been confirmed by UVLEN®. In the event of cancellation (howsoever occasioned), UVLEN® shall be entitled to receive payment for services that have been performed as at the date of cancellation.
Customer agrees that all drawings, technical information, reports, and all documentation created by UVLEN® pursuant to the work done under the PO shall be UVLEN®'s sole property, and Customer further agrees that all information provided by UVLEN® to Customer, and all information becoming known to Customer concerning UVLEN®'s intellectual property and any other information affecting the business operations of UVLEN® (collectively, "UVLEN®'s Proprietary Information") shall be maintained in confidence by Customer and shall not be revealed in any manner to any party, or used by Customer without first obtaining UVLEN®'s written consent, thereto, except for the internal business purposes of Customer that are being addressed by the goods/services of UVLEN® being provided under the PO; provided however, that the provisions of this clause as they relate to the confidentiality shall not apply to information which was known to Customer at the time UVLEN®'s information was obtained directly or indirectly from the UVLEN® or which is lawfully acquired by Customer from a third party or which becomes published or otherwise in the public domain other than by Customer's breach of these Terms. Customer shall be fully responsible for all UVLEN®'s Proprietary Information in Customer's possession and Customer shall promptly upon completion of the fulfillment of the PO, or on demand, return or destroy all documents including all copies thereof containing such UVLEN®'s Proprietary Information to UVLEN®.
6. LIMITATION OF LIABILITY AND INDEMNITY
Limitation of Liability. UVLEN®'s liability whether in contract, tort, or otherwise for any loss, damage or injury arising directly or indirectly from any defect or error in the goods/services or any breach of UVLEN®'s obligations herein shall not exceed the amount equivalent to the price at which the goods/services are supplied to Customer. Indemnity. Customer will indemnify, defend, and hold harmless UVLEN®, its directors, officers, employees, suppliers, and sub-contractors against all claims, costs, and damages (including legal fees and costs) arising directly or indirectly out of any claim of product liability, personal injury, or death associated with the goods/services of UVLEN®, notwithstanding any claim that UVLEN®, its directors, officers, employees, suppliers, and sub-contractors were negligent regarding the provision of the goods/services.
Assignment. Customer may not assign its rights or obligations under the PO and the Terms unless the written approval of UVLEN® has been obtained, such approval not to be unreasonably withheld or denied. UVLEN® shall be entitled to assign its right or obligations under the PO to any of its affiliates upon providing Customer with prior written notice of such assignment. Compliance with Laws. The parties shall abide with all applicable law in performing their obligations under the PO and the Terms. Entire Agreement. If a sales agreement or any other definitive agreement has been put in place between UVLEN® and the Customer, the same shall prevail over the Terms in the event of any inconsistency. In the absence of the same, the PO constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. The Terms may be amended or varied by UVLEN® at any time in writing. Force Majeure. A "Force Majeure Event" means any event out UVLEN®'s reasonable control (including but not limited to acts or omissions of another party, natural disasters, war, or strikes). If a Force Majeure Event prevents UVLEN® from partially or wholly complying with its obligations under the PO then as soon as reasonable practicable after such event arises, UVLEN® must notify the Customer of the event and UVLEN®'s obligations shall be suspended for the duration of such event. Governing Law and Jurisdiction. The PO and the Terms are governed by the laws of Singapore. All disputes arising out of or in connection with the PO and the Terms shall be referred to arbitration in Singapore, in English, in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into the Terms. All legal costs of the winning party shall be borne by the losing party on a full indemnity basis. The parties agree the arbitration proceedings, and the terms of any ensuing arbitral award shall be kept confidential. The parties may only commence legal action in the Courts of Singapore (which shall have non-exclusive jurisdiction) if the dispute cannot be resolved through arbitration. Set-off. Customer shall not apply any set-off to any sums payable to UVLEN® without the prior written agreement of UVLEN®. Severability. If any clause herein is determined as void or unenforceable, such clause shall be deemed to be deleted from the Terms and the remaining clauses shall continue in full force and effect. Thirs Party Rights. Unless otherwise stated herein, the Terms do not create or confer any rights or benefits enforceable by a person not a party to the Terms. Waiver. The failure of a party to insist on the exercise of its right, power, or privilege under the PO is not a waiver thereof and shall not preclude any future or further exercise thereof.
1. TERMS; ACCEPTANCE
Welcome to UVLEN®. These terms & conditions ("T&Cs") are offered to you by UVLEN® Inc. and its affiliates ("UVLEN®"), and govern your use as a visitor to www.UVLEN.com and/ or other websites managed by UVLEN® that reference the T&Cs (the "UVLEN® Sites"). Please read these T&Cs carefully. By using, accessing and/or visiting the UVLEN® Sites, you accept and agree to these T&Cs. If you do not accept and agree to the T&C, you should immediately stop using, accessing, and/or visiting the UVLEN® Sites.
We reserve the right to make changes at any time to the UVLEN® Sites, these T&Cs, our policies, and/or terms applicable to a service, registration, sign up, opt-in, or download. We will notify you of any material changes to the T&Cs by posting the new T&Cs on the UVLEN® Sites. Please consult these T&Cs regularly for any changes. The date of the last revision appears at the top of the T&Cs. Your use of the UVLEN® Sites following any changes to the T&Cs will signify your acceptance of the revised terms.
3. ACCESS TO AND USE OF THE UVLEN® SITES
Subject to these T&C, UVLEN® grants you a limited license to access and use the UVLEN® Sites for your personal, non-commercial use. However, except as otherwise provided in these T&C, the contents of the UVLEN® Sites is owned by or licensed to UVLEN®, and protected by various intellectual property and other laws. Consequently, without our express written consent, you may not download (other than through page caching) or modify a UVLEN® Site or any portion thereof, or reproduce, distribute, duplicate, copy, display, sell, mirror, or otherwise exploit the UVLEN® Sites or any portion thereof. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of UVLEN®.com so long as the link does not portray UVLEN® or UVLEN®.com in a false, misleading, derogatory, or otherwise offensive matter. You may not use any meta-tags or any other "hidden text" utilizing UVLEN® or UVLEN®'s name or trademarks to reference the UVLEN® Sites without our express written consent. You may not use disguised referrals to link to any UVLEN® Site. Without our prior written consent, you may not exploit the UVLEN® Sites or any content appearing therein for commercial purposes. If you are under age 13, you may use the UVLEN® Sites only with involvement of a parent or guardian. Any unauthorized use of the UVLEN® Sites or use in violation of these T&Cs terminates this limited license.
4. REVIEWS AND COMMENTS; PROHIBITED CONDUCT; NO OBLIGATION FOR UVLEN® TO MONITOR; ELECTRONIC COMMUNICATIONS
The content you post may not be illegal, obscene, offensive, racist, sexist, hateful, threatening, defamatory, libelous, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable to UVLEN® in its sole discretion, and shall not consist of or contain software viruses, political campaigning, commercial solicitation, advertisements, chain letters, mass mailings, or any form of "spam."
UVLEN® takes no responsibility and assumes no liability for any content posted by you or any third party. UVLEN® may monitor, review or edit such content you or others post or submit, but is not obligated to do so.
When you visit a UVLEN® Site or send e-mails to us, you are communicating with us electronically and therefore consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on the UVLEN® Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
A. UVLEN® STORE
B. PRODUCT AND SUPPORT DESCRIPTIONS
We attempt to be as accurate as possible in the descriptions of our products and support services. However, we do not warrant that any product and/or support descriptions or other content on the UVLEN® Sites is accurate, complete, reliable, current, or error-free. If you purchase a UVLEN® product either through the webstore on UVLEN®.com or through an authorized retailer, and you believe it is not as described on the UVLEN® Sites, or you believe you have not received support for your product as provided in the Limited Warranty, your sole remedy is to return the product in accordance with our Return Policy.
C. LIMITED WARRANTY
For information about the Limited Warranty for UVLEN® products, please visit this link.
D. RETURN POLICY
For information about the Return Policy for UVLEN® products, please visit this link.
E. USER ACCOUNTS
To obtain access to enhanced features for certain products, and/or access to certain features or promotions on the UVLEN® Sites, at your option you can register for an account. If you register, you are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password, and to notify UVLEN® immediately of any unauthorized use. UVLEN® reserves the right to refuse service or terminate accounts if you fail to adhere to these T&Cs or any additional terms that may apply to these services, at UVLEN®'s reasonable discretion.
We take reasonable precautions to ensure the safety and integrity of any content we make available for you to download. However, the use of downloaded software or other materials from the UVLEN® Sites is entirely at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results from use of any such download. We assume no liability whatsoever for any viruses, Trojan horses, malicious adware, spyware, or other potentially harmful components arising out of or in connection with a download from the UVLEN® Sites. Additionally, we cannot be made responsible, under any circumstances or to any extent, for any software or material pertaining to UVLEN® or its products, which is downloaded from sites or sources outside the UVLEN® Sites.
UVLEN® provides customer support services ("Support Services") in accordance with these T&Cs, the terms and conditions indicated in your warranty, and as may be supplemented on the Support Services site here. UVLEN® will use commercially reasonable efforts to provide the Support Services in a professional manner, but cannot guarantee that every question or problem raised by you can or will be resolved.
7. INTELLECTUAL PROPERTY MATTERS
All content included on the UVLEN® Sites, such as text, graphics, logos, button icons, images, and software, and the compilation thereof are, unless otherwise stated, the property of UVLEN® and/or its licensors and protected by United States and international copyright laws and other laws and regulations. All software and other materials available for download from the UVLEN® Sites are, unless otherwise stated, the property of UVLEN® and protected by United States and international copyright laws.
"UVLEN®", the UVLEN CIRCLE LOGO, the names of UVLEN® products, and other graphics, logos, page headers, button icons, scripts, and service names may be trademarks, registered trademarks, or trade dress of UVLEN®. You may not use the foregoing in any manner that disparages or discredits UVLEN® or is likely to cause confusion among customers. You may not use UVLEN®'s trademarks and/or trade dress in connection with any product or service without our express written consent.
C. USER FEEDBACK AND UNSOLICITED IDEAS
If you have feedback on how we can better improve our services, you are welcome to email our official feedback channel at info@UVLEN®.com. Any feedback you provide is deemed to be non-confidential and non-proprietary. UVLEN® shall be free to use such information on an unrestricted basis.
Outside of the above-mentioned feedback avenue, UVLEN® does not accept or consider unsolicited ideas, including (without limitation) ideas for new or improved products or technologies, product enhancements, collaterals, processes, materials, new advertising campaigns, promotions, marketing plans or new product names (each an "Unsolicited Idea"). Kindly refrain from sending any Unsolicited Ideas in any form to UVLEN® or its employees. This policy is necessary to avoid potential misunderstandings or legal disputes in event of any similarity of UVLEN®'s products, services or activities to an Unsolicited Idea.
If you decide to relay an Unsolicited Idea despite the above notice, you shall be deemed to agree as follows: (1) the Unsolicited Idea is not confidential or proprietary to yourself or any third party; (2) UVLEN® owes neither you nor any third party any obligation (including compensation) in relation to the Unsolicited Idea; (3) UVLEN® has full discretion and liberty as to the use, retention or dissemination of the Unsolicited Idea for any purpose and in any manner; and (4) you shall indemnify and hold harmless UVLEN® from all liabilities, damages, losses, costs and expenses arising from UVLEN®'s use of the Unsolicited Idea.
D. DIGITAL MILLENIUM COPYRIGHT ACT
UVLEN® respects the intellectual property rights of others. If you believe that your copyrighted work is posted or made available on the UVLEN® Sites without your authorization and you claim infringement, then as outlined in 17 USC 512(c) you should provide the following information to us:
i. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
ii. identification of the copyrighted work claimed to have been infringed.
iii. identification of the material that is claimed to be infringing or the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit UVLEN® to locate the material.
iv. information reasonably sufficient to permit UVLEN® to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
v. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
vi. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
UVLEN®'s Agent for notice of claims of copyright infringement is
Copyright Agent UVLEN® Technologies Korea.
By email: info@UVLEN.com
The copyright agent will not respond to inquiries not relevant to copyright.
8. DISCLAIMER OF WARRANTIES
YOUR USE OF THE UVLEN® SITES AND ALL CONTENTS THEREON IS AND SHALL BE AT YOUR SOLE RISK. THE UVLEN® SITES AND ALL CONTENTS THEREON ARE PROVIDED "AS IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UVLEN® AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE UVLEN® SITES, ALL CONTENTS THEREON, AND SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. UVLEN® MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENTS OF THE UVLEN® SITES OR OF SITES LINKED TO THE UVLEN® SITES, AND DOES NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED BY A THIRD PARTY THROUGH THE UVLEN® SITES OR ANY HYPERLINKED WEBSITES. UVLEN® ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, VIRUSES, OR OTHER MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE UVLEN® SITES, FOR ANY ERRORS, MISTAKES OR INACCURACIES IN CONTENT, OR FOR ANY LOSS OR DAMAGE INCURRED THAT RESULTS FROM THE USE OF ANY CONTENT MADE AVAILABLE IN ANY WAY THROUGH THE UVLEN® SITES. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL UVLEN®, THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO OR INABILITY TO ACCESS OR USE THE UVLEN® SITES (INCLUDING THE SERVICES AND SUPPORT SERVICES OFFERED ON THE UVLEN® SITES OR DOWNLOADABLE MATERIALS), EVEN IF UVLEN® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UVLEN®'S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR A PRODUCT OR SERVICE. The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or other limitations set forth above, so the above limitations or exclusions may not apply to you.
A. GOVERNING LAW
By using a UVLEN® Site, you agree that the laws of Korea, without regard to principles of conflict of laws, will govern these T&Cs and any dispute of any sort that might arise between you and UVLEN® from your use of the UVLEN® Sites.
Any dispute relating in any way to your visit to the UVLEN® Sites shall be submitted to confidential arbitration in Korea, except that, to the extent you have in any manner violated or threatened to violate UVLEN®'s intellectual property rights, UVLEN® may seek injunctive or other appropriate relief in any state or federal court, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
C. ENTIRE AGREEMENT; SEVERABILITY; WAIVER; ASSIGNMENT
These T&Cs and other legal notices published by UVLEN® on the UVLEN® Sites applicable to an activity you engage in shall constitute the entire agreement between you and UVLEN® concerning the UVLEN® Sites. If any of the provisions of these T&Cs shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any of the remaining provisions of these T&Cs, which shall continue in full force and effect. No waiver shall be deemed a further or continuing waiver, and UVLEN®'s failure to assert any right under these T&Cs shall not constitute a waiver of such right. You agree that any cause of action arising out of or relating to the UVLEN® Sites must commence within one (1) year after the cause of action arises, and otherwise is permanently barred. You may not assign or transfer these T&C, but UVLEN® may assign the T&C without restriction.
You agree to indemnify, defend and hold UVLEN®, its affiliates, officers, directors, employees and agents harmless from and against any loss, cost, damages, liability and expense arising out of or relating to your use of the UVLEN® Sites and/or any action by you which violates any law, regulation or rights of a third party.
E. LINKS TO THIRD PARTY WEBSITES
The UVLEN® sites may contain links to third-party websites. You acknowledge and agree that UVLEN® does not control such websites and is not responsible for their contents or policies, and that the links are provided for convenience and do not represent an endorsement by UVLEN® of the third-party websites. If you access such websites via the links, you do so at your own risk.
Without prior notice, UVLEN® may terminate your license to access the UVLEN® Sites and/or your user account if you violate or breach the T&C or for any other reason, including UVLEN®'s discontinuance of the UVLEN® Sites. In the event of termination, provisions on prohibited conduct, electronic communications, user accounts, downloads, user feedback and unsolicited ideas, disclaimer of warranty, limitation of liability, and miscellaneous provisions shall survive.
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