Last updated: May 24, 2023
These Terms and Conditions incorporate by reference the Quotation, Purchase Order or Service Order to which they are attached (collectively, “Order”). “Agreement” means these Terms and Conditions, the Product Customization Addendum and Extended Warranty Addendum, if applicable, and any Order or other document to which they are attached or incorporated by reference.
Except as otherwise agreed in writing, the price for the Products set out in the Order (“Purchase Price”) will be firm as of the date of order acceptance paid in in the indicated currency without regard to foreign currency fluctuations. Prices for Customized Work or Enhanced Warranty, if applicable, shall be set out in the Product Customization Addendum or the Enhanced Warranty Addendum, as applicable. Payment shall be due to G2V upon invoicing, without set-off, deduction, or withholding. Overdue payments shall bear interest at a rate of 2% per month or the highest amount permitted by applicable law, whichever is lower, compounded monthly, and any late payments received from Customer shall be applied by G2V to such portions of the payment arrears as may be determined by G2V in its sole discretion. If Customer has not paid an amount due hereunder and in addition to all other remedies available for late payment, G2V may, upon notice to the Customer, suspend G2V’s performance of the Agreement until G2V receives the outstanding payment, or terminate this Agreement. G2V may require the Customer to pay a deposit under this Agreement (“Deposit”). The Deposit shall be non-refundable and shall be applied to the Purchase Price. If the Customer fails to make any payment due hereunder or commits any other breach of this Agreement, G2V may, in G2V’s sole discretion, retain such deposit on account of damages without limiting G2V’s right to pursue other remedies at law and in equity.
The Customer shall pay when due, all taxes including all sales, use, property, rental, excise, goods and services, and other taxes or duties (each of which is a “Tax”) now or hereafter imposed by any federal, provincial, state, or local government or taxing authority upon the Products or Services which are subject matter of these Terms and Conditions (except income taxes payable by G2V).
Provided that standard Products are ordered in accordance with the lead times set out in the Order (“Lead Time”), G2V will use commercially reasonable efforts to deliver standard Equipment to the Customer on or before the delivery time set out in the Order (“Delivery Time”) and in accordance with the delivery terms specified in this Agreement. If no delivery terms are specified, the delivery terms will be Ex Works (EXW) G2V’s manufacturing facility, as such term is defined in Incoterms 2020. Customer may reschedule an order for standard Products one time at no additional cost if notice is provided within the Lead Time. If the Customer cancels an order for standard Product within the Lead Time, G2V may retain any deposits and advance payments received and Customer will pay any additional amounts required to fully indemnify G2V against loss, all of which shall be no less than 30% of the Purchase Price. Orders for customized or non-standard Products or resulting from Custom Work are non-cancellable and cannot be rescheduled, and Customer shall be liable for the entire Purchase Price. G2V shall use commercially reasonable efforts to delivery customized or non-standard Products as set out in the applicable Order. The Customer shall pay the foregoing amounts on account of damages suffered by G2V, but the payment of such amounts by the Customer shall not limit G2V’s right to pursue the Customer for additional damages and other remedies under this Agreement at law or in equity.
If G2V is delayed or incurs additional costs in performing its obligations as a result of any default, including delay, by the Customer or its agents, then the completion, delivery and other dates contemplated under this Agreement shall be adjusted as reasonably required to accommodate the effects of that default or delay, and the Customer shall pay G2V additional costs reasonably and necessarily incurred by G2V as the result of such delay or default.
All drawings and technical documents relating to the Products and Services submitted by one party to the other, prior, or subsequent to the entering into of the Agreement, remain the property of the submitting party. Such drawings and technical documents and the information contained therein may not, without the prior consent of the submitting party, be used, copied, or communicated by the receiving party for any other purpose than that for which they were provided.
Until all amounts under this Agreement are fully paid, G2V shall retain title to the Products purchased by Customer from G2V, and have a security interest in the Products, and Customer shall have no right, title, or interest in the Products. In the event of a default under this Agreement, unless otherwise directed by G2V, Customer shall forthwith upon demand return all Products in Customer’s possession and control for which all payments required under this Agreement have not been paid.
“Confidential Information” means any and all information, in any form (whether oral, written, electronic, digital or otherwise) and on any media, relating to the business, technical, research and development, or other affairs of a party, disclosed or made available by a party (“Disclosing Party”) to the other party (“Receiving Party”), directly or indirectly, or otherwise learned by the Receiving Party, in the course of the Receiving Party’s discussions or business dealings with the disclosing party, its employees, contractors, or any person or entity directly or indirectly controlling, controlled by, or under common control with the Disclosing Party. G2V’s Confidential Information includes, without limitation, the Product, information (including business, technical, sales, product, financial, and contact information) relating to the customers or clients of G2V, information relating to business opportunities with third parties, any and all inventions, software, databases, designs, specifications, documents, algorithms, products, methods, know-how, pictures, drawings, data, and modifications and improvements to same. The Receiving Party: (a) shall keep all Confidential Information of the Disclosing Party strictly confidential, and shall not disclose any Confidential Information to any third party or any other person without Disclosing Party’s prior written consent; (b) shall not use, copy, or store any Confidential Information of the Disclosing Party for its own benefit or for any other purpose or at any location, except in connection with the exercise of rights or fulfillment of obligations under this Agreement, or for such other purpose as may specified in writing by the Disclosing Party; and (c) shall employ protective measures fully commensurate with those used by Receiving Party to protect its own most important trade secrets and other confidential information from disclosure to the public and third parties, but in any case, no less than reasonable care.
G2V and its licensors own all patents, copyrights, trade secrets, integrated circuit topography rights, trademarks, services marks, and other intellectual property rights (collectively, “IP Rights”) in and to the Products, Services, and G2V Software, or arising from the provision of services including but not limited to the Customized Work, whether created by G2V or Customer, or both, unless otherwise provided in the Product Customization Addendum (collectively “G2V Intellectual Property”). Customer hereby assigns to G2V all IP Rights in and to G2V Intellectual Property that may vest in the Customer. G2V grants Customer a non-exclusive and revocable license to use the G2V Software solely to the extent necessary to use the Products purchased under this Agreement. Customer must preserve and respect all notices and markings of copyright, patent, proprietary rights, confidentiality, and restricted rights legends included on the G2V Software or Products. Customer agrees that it shall not disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter the G2V Software or any part of the Products without G2V’s consent.
“G2V Software” means any software integrated or embedded into the Product or provided by G2V for use with the Product, and any updates or upgrade related to any of the foregoing, Customer acknowledges that G2V Software is the proprietary work of G2V or its licensors, and is protected by Intellectual Property Rights, including copyright. Customer agrees not to copy, distribute electronically, or otherwise make G2V Software available in any form to any third party. Customer agrees that the G2V Software is licensed and not sold. G2V grants Customer a limited, personal, non-transferable, non-assignable, non-exclusive, royalty-free, fully paid-up, revocable right and license to use the G2V Software that the Customer has licensed (either as a stand-alone license or as software included with a hardware purchase) in machine-readable form and to use and documentation delivered with such G2V Software. All rights not expressly granted are hereby reserved. If the Product on which the G2V Software was loaded or installed becomes inoperative, the license for the G2V Software will be transferred to the hardware replaced under warranty. If the Product is outside of warranty or Extended Warranty period, the G2V Software license will be transferred to replacement Product if purchased.
Except as expressly authorized under this document, Customer may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter any part of the G2V Software; or (ii) otherwise use the G2V Software on behalf of any third party. The terms of the license granted hereunder will govern any upgrades that replace or supplement the original G2V Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
The Customer shall defend, indemnify, and hold harmless G2V and its affiliates and their directors, officers, employees and agents from and against any and all liability, loss, damage, cost or expense (including solicitors’ fees) by reason of (i) any allegation, claim, action, suit or threat thereof, for the death or injury of any person(s) or damage or destruction of property arising out of the negligence or willful acts of Customer or its agents or representatives; and (ii) the Customer’s breach of or failure to perform its obligations hereunder.
NEITHER G2V NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGE TO ASSOCIATED EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF PRODUCTION, LOSS OF USE OF CUSTOMER’S PROPERTY, PLANT, EQUIPMENT OR SYSTEM DOWNTIME COSTS, OR CLAIMS OF THE CUSTOMER’S CUSTOMERS, EVEN IF G2V HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND G2V’S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER SHALL NOT EXCEED HALF OF THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT FROM WHICH ANY CLAIM OR DAMAGES HEREUNDER MAY ARISE. SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS OF LIABILITY FOR DEATH OR PERSONAL INJURY AND IN SUCH CASE THESE LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
The parties agree that G2V is an independent contractor and not an employee or agent of the Customer. Equipment operators and other Customer employees, agents, or subcontractors assigned to assist G2V may receive temporary instructions, directions, or control from G2V but shall at all times be considered the employees, agents, subcontractors of the Customer and not of G2V.
G2V shall not be liable for any loss or damage arising from G2V’s failure to perform any obligation or delay resulting from any cause beyond the reasonable control of G2V or from any act of God, act of war whether declared or undeclared, act of civil or military authority, act of any governmental authority, acts or omissions of the Customer or contractors or subcontractors, civil disturbance, insurrection or riot, sabotage, fire, pandemics, epidemics, inclement weather conditions, earthquake, flood, strike, work stoppage or other labour difficulty, embargo, fuel or energy shortage, major equipment or Product breakdown, delay or accident in shipping or transportation, failure or delay in obtaining necessary manufacturing facilities, labour or materials from its usual sources, or unforeseen circumstances or contingencies (collectively, “Events of Force Majeure”).
No modifications, revisions or amendments to this Agreement will be binding unless made in writing and signed by both parties. No action, delay, or failure to act by G2V shall constitute a waiver of any right available to G2V under this Agreement except to the extent as may be specifically agreed to in writing by G2V.
This Agreement is not assignable without the prior written consent of G2V, which consent may be withheld at G2V’s sole discretion. Any attempted assignment in contravention of the foregoing shall be void. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, it shall be severed from this Agreement and the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed by and are to be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The parties to this Agreement hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Alberta. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any concerns about the Terms & Conditions listed here, please contact us.