Terms and Conditions
Last updated September 2nd, 2019
This site is owned and operated by Visiometrics, S.L. The terms ‘Visiometrics’ or ‘us’ or ‘we’ refer to the owner of the website whose registered office is Argenter, 8, edificio 3, Parc Tecnològic del Vallès, 08290 Cerdanyola del Vallès, SPAIN. Our company registration number is ESB62512140. The term ‘you’ refers to the user or viewer of our website.
These terms may change from time to time. By using the site, you agree in advance to accept any such changes.
Visiometrics’ site is accessible worldwide to anyone with internet access. Access to and use of the site is subject to these terms and conditions, as well as any copyright notice herein and all applicable laws and regulations including laws and regulations governing copyright and trade mark.
If you want to ask us anything about these terms or have any questions about the Website, please write to us at the above address, email us at email@example.com or call us on +34 93 5824501.
Information for education and communication purposes only
The Website provides online information for educational and communication purposes only. This information should not be construed as personal medical advice and is not intended to replace, supplant or augment a consultation with an eye care professional regarding the viewer/user’s own medical care.
In no event will Visiometrics or any affiliated companies, be liable for any damages, including, without limitation, direct or indirect, incidental, special, consequential, exemplary or punitive damages or damages for lost profits, or expenses howsoever incurred, arising out of the use or inability to use this information (other than as a result of the fraud or negligence of Visiometrics, its employees or agents, resulting in death or personal injury).
Disclaimer of warranties
The information contained within the website is provided as a service to our customers. It is provided in good faith and every care has been taken in the preparation of its content. To the extent permissible by law, Visiometrics provides no warranties, conditions or representations including, without limitation, non-infringement, and does not warrant or represent that: (i) that the information on this site is correct, accurate, complete or reliable; (ii) the functions contained on this site will be uninterrupted or error-free; or (iii) defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components, including in all cases, in respect of any third party software that may be used in connection with the website.
Limitation of liability
In no event will Visiometrics or any affiliated companies, or any person involved in creating, producing or distributing this site, be liable for any damages, including, without limitation, direct or indirect, incidental, special, consequential, exemplary or punitive damages or damages for lost profits, or expenses howsoever incurred, arising out of the use or inability to use this web site or caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction relating to or arising from use of the website, or any content contained within or linked to the website (other than as a result of the fraud or negligence of Visiometrics, its employees or agents, resulting in death or personal injury).
Hyperlinks to third party sites
This Website may include links to other websites. These links are for information purposes only. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). No endorsement or approval of any third parties or their advice, opinions, information products or services is expressed or implied by any information on the Website.
Information or resources may be subject to restricted access or restricted use policies. Visiometrics reserves the right to restrict or refuse access to all or any part of the Website or its web server at any time and may alter, suspend, or discontinue the Website at any time for any reason, without notice or cost. The Website may become unavailable due to maintenance or malfunction of computer equipment or other reasons.
All users shall be aware of and observe policies and/or laws affecting Internet usage with regard to their particular organization and host country. We do not condone or allow illegal use of any material via the Internet and cannot be held responsible for users’ activities.
Content and intellectual property notices
© 2019 Visiometrics, S.L. All rights reserved.
The Website and its content may only be used for your personal, non-commercial use.
The following trademarks are all trademarks of Visiometrics, S.L.: HD Analyzer an OQAS product by VisiometricsTM, Tear Film Analyzer an OQAS product by VisiometricsTM, VBUT – Vision Break Up Time an OQAS product by VisiometricsTM. All Rights Reserved.
Unless otherwise noted, all materials at the Website or appearing on the Visiometrics server https://www.visiometrics.com (including without limitation any software and all text, graphs, formats, html markup, graphics, graphic elements, video, and audio and all articles, reports and all trademarks and logos) (the “Materials”) are the property of Visiometrics or its licensors, and are protected from unauthorized copying and dissemination by national copyright laws, by international conventions and other intellectual property laws. Certain of the trademarks and logos displayed on the site may belong to third parties.
You agree not to download, copy, reproduce, modify, store, archive, show in public, redistribute or commercially exploit in any way any part of the content including but not limited to text, graphs, formats, graphics and graphic elements without our prior written permission. You agree not to use the content or the Website for any illegal or improper purpose, nor for any purpose, which might infringe the rights of others, or which might harass or cause inconvenience or distress to any person.
You also agree to abide by all copyright notices and restrictions attached to the content and not to remove or alter any such notice or restriction or alter the content in any way.
Subject to your full compliance with these terms, Visiometrics authorizes you to view the content of the site, both on-line and off-line by making a single copy of the Website or any Materials in your browser cache on one personal computer, and to print off one copy of any Materials (but not to make further copies in any medium of that printed copy) in all cases only for your own lawful, personal, non-commercial use, provided that you maintain all trade mark, copyright and other intellectual property notices contained in such Materials or other content, and provided that the content, or any part of it is not modified. Nothing contained on the Website should be construed as granting any other license in respect of the Website or any Materials or other content displayed on the Website, (including without limitation through the use of framing or deep linking).
License to reproduce content
If you wish to re-publish, re-distribute or exploit the content in any way you should address a request for permission to firstname.lastname@example.org.
Changes to terms and conditions
We reserve the right to change these terms and conditions from time to time. Any new terms and conditions will be posted on our website and we therefore recommend that you check the Terms and Conditions on the Website regularly.
These terms and conditions of use shall be governed by and construed in accordance with Spanish Law. Any matter or dispute arising under or relating to these terms or your use of the Website will be judged by the competent judge or court in the city of Barcelona, Spain. The parties expressly waive any right to local jurisdiction to which they may be entitled.
If any provision of the above disclaimers and exclusions shall be deemed to be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
Visiometrics S.L. and Visual Performance Diagnostics Inc. Terms and Conditions of Sales
- Prices, Taxes and Permits: All prices are subject to change without notice. Seller’s price shall be its price in effect at the time of shipment. All prices exclude sales, use, franchise, license, excise and other taxes in respect of manufacture, sale or delivery of the goods furnished hereunder, export or import duties and inspection fees, all of which shall be paid by Purchaser unless a proper exemption certificate is furnished.
- Terms of Payment: Unless otherwise specified, and subject to credit approval, the terms of domestic payment shall be net thirty (30) days from date of invoice, and payment on export shipments shall be cash in United States funds payable pursuant to Seller’s instructions. Seller reserves the right to make delivery in installments, and all such installments are to be separately invoiced and paid for at the then current price when due per invoice, without regard to subsequent deliveries. If payment is made by wire transfer or other electronic means, it should be made to the banking institution indicated on the invoice. Please reference order number on any electronic payment.
- Delivery will be DDP (Delivered Duty Paid). Delivery dates are approximate and subject to confirmation.
- Returned Goods Policy: All Products returned to Visiometrics must be accompanied by a return authorization number which can be obtained by contacting a Visiometrics S.L. representative via phone at 1(844) SCATTER, or email email@example.com.
- Full credit will be given for defective merchandise returned within 30 days after the date of shipment. Returns after 30 days are not acceptable for credit.
- Risk of Loss: Purchaser assumes all responsibility for risk of loss of, or damages to, the goods furnished hereunder, upon delivery by Seller. If the Purchaser delays shipment, payments are to be made as specified and the goods furnished hereunder shall be held at Purchaser’s risk and subject to reasonable storage charges.
- Delays: Seller shall not be responsible for reasonable or excusable delays in filling any order when due. “Excusable delays” include, without limitation, delays resulting from accidents; acts of God; strikes; riots; civil commotion; fires; floods; freight embargoes or transportation delays; shortage of labor; inability to secure fuel; materials; supplies or power; all at present prices or on account of shortages thereof; any existing or future laws, acts, regulations, orders, requests or decrees, of the Federal or of any State Government affecting the conduct of Seller’s business which Seller in its judgment and discretion deems it advisable to comply with as a legal or patriotic duty; or other causes beyond Seller’s control. “Reasonable delays” include, without limitation, delays to which the Purchaser, when notified, makes no objection. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. In the event of inability, for any reason, to supply the goods to be furnished hereunder, Seller may allocate its available supply of such goods or raw materials among any or all purchasers, as well as departments, divisions, subsidiaries or affiliates of Seller or among Seller’s product lines on such basis as Seller may deem practical without liability for any failure of performance which may result therefrom.
- Warranties: The Seller warrants to the Purchaser that the goods furnished hereunder will, for the appropriate periods of product warranties, as defined in our user manuals shipped with each product, conform to the seller’s agreed specifications. The obligation of the Seller, and the Purchaser’s sole exclusive remedy hereunder, shall be limited, at the Seller’s option to replacement at purchaser’s facility of any defective goods or refund of the purchaser price thereof. Purchaser shall not return goods unless authorized in writing by Seller. Seller shall have the right to inspect the goods at Purchaser’s installation. Purchaser’s failure to give prompt written notice (30 days) upon discovery of any alleged defect shall constitute a waiver by Purchaser of all claims with respect thereto. Notwithstanding the foregoing warranties and remedies, seller shall have no obligation hereunder if the goods become defective as a result of improper storage, contamination, adulteration, improper use or misapplication after delivery thereof to Purchaser. If the product fails to function due to defects in either materials or workmanship, Visiometrics will, at its option, either repair or replace the product without charge, subject to the Warranty Limitations. Customers shall be responsible for returning products for warranty service to Visiometrics, 1711 Whittier Ave., Costa Mesa, CA 92627, USA. Warranty repairs will include all labor, adjustments and replacement parts. Replacement parts may be remanufactured or contain remanufactured materials. The warranty service may not be provided without proof the product was purchased from Visiometrics or an Authorized Visiometrics Distributor. This warranty becomes null and void if the customer fails to return the product in packaging consistent with the original protective packaging and it results in shipping damages. This warranty becomes null and void if the customer fails to follow the recommended cleaning, disinfection and sterilization instructions and/or cautions contained in the product instruction manual. This warranty does not cover service required because of disassembly, unauthorized modifications or service, misuse and abuse. Visiometrics warrants that in the event of product recall, the said part will be replaced at no cost to end-user (during the warranty period). Any repair out of warranty may be conducted at the sole discretion of Visiometrics at a cost to be determined by Visiometrics:
SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, OF THE PRODUCT SUPPLIED HERUNDER, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. SELLER SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES OR LEGAL THEORY, WHETHER BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE. SELLER SHALL IN NO EVENT BE LIABLE IN RESPECT OF THIS ORDER AND/OR PRODUCT DELIVERED ON ACCOUNT OF THIS ORDER FOR ANY AMOUNT GREATER THAN THAT PAID TO SELLER ON ACCOUNT OF THIS ORDER. THE PURCHASER ACKNOWLEDGES THAT IT IS PURCHASING THE GOODS SOLELY ON THE BASIS OF THE COMMITMENTS OF THE SELLER EXPRESSLY SET FORTH HEREIN.
- Patent Indemnity: In the event of any award of damages by a United States Federal Court from which no appeal can be taken against Purchaser arising out of a claim of infringement by the goods supplied hereunder, of any existent valid U.S, patent owned by a third party, Purchaser and Seller agree that Seller shall indemnify Purchaser for such damages to the extent specified in Section 7 hereof, provided Purchaser notifies Seller in writing within ten (10) days from the receipt by Purchaser of the first notice of said claim infringement. Seller, at its option shall have the right to participate in the defense of any such infringement action. Such participation, however, will not constitute any admission of liability upon Seller’s part. Any indemnification by Seller will be conditioned upon Purchaser’s full assistance and cooperation in the defense of any such action. Seller shall have no obligation or other liability to Purchaser for infringement arising from the use of the goods furnished hereunder in the operation of any process or in combination with other materials or arising from any alteration in the goods made by the Purchaser.
- Seller has a zero-tolerance policy towards any bribery or corrupt practices in its business dealings. Purchaser represents and warrants to Seller that it has not engaged in business practices which violate any applicable local, state, federal and foreign laws, orders, rules and regulations regarding bribery and corruption, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) (the “FCPA”). Except in compliance with the FCPA, neither Purchaser nor any individual acting on its behalf has: (a) given or offered or promised to give, for or on behalf of Purchaser, either directly or through a consultant or other third party, anything of value, whether monetary or non-monetary (whether a gift, travel, lodging, meal, payment or otherwise), to or for the benefit of any of the persons or entities listed below; or (b) authorized or approved any of the foregoing: (i) any political party, employee of a political party, or candidate for political office; (ii) any government official, government employee, employee of a government-owned or government-controlled entity, or person acting in an official capacity for or on behalf of the government; or (iii) any official or employee of an international organization (e.g., the Red Cross or the United National), or person acting in an official capacity for or on behalf of such an organization. Purchaser shall remain in compliance with this clause during the term of any agreement with Seller and while conducting any business dealings with on behalf of Seller. In the event Purchaser breaches this clause, Seller may, in its sole discretion, terminate any agreement with Purchaser without penalty and without any compensation to Purchaser. Purchaser shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the Purchaser to comply with this clause.
- Grant of Security Interest. As security for the payments required to be made in accordance with the terms of this transaction, Customer hereby grants to the Seller a continuing security interest in, lien on, assignment of and right, title and interest in and to the equipment being purchased, as collateral upon which a security interest will be granted (including the power to transfer such rights). Customer acknowledges that Seller shall be entitled to document and perfect such lien rights by filing a UCC claim in any relevant legal jurisdiction. Furthermore, Customer may not relocate said equipment without first obtaining Seller’s written authorization, which shall not be unreasonably withheld