General Terms & Conditions of Purchase

General

1. These general conditions (the ”General Terms and Conditions”) shall apply for all of Qualisys’ sale of goods, including via telephone, fax and/ or e-mail tender procedure (“Physical Purchase”) as well as through the Online Shop. Any general conditions referred to by the Customer shall be valid only if specifically accepted in writing by Qualisys.

2. By “Agreement” is meant the agreement document or order confirmation (as defined below), these General Terms and Conditions and any appendices, agreed amendments or variations to said documents.

   In the event of any conflict between the provisions of the Agreement, the various contract documents shall be given priority in the following order:

   • the Order Confirmation;
   • the agreement document (if any)
   • these General Terms and Conditions; and
   • any appendices in the order they are listed in an agreement document or in the Order Confirmation.

3. The website www.qualisys.com and its sub-domains (the “Website”) as well as the online shop found on the Website (the “Online Shop”) are run by Qualisys AB, a legal entity based in Sweden with company registration number 556591-1160, Kvarnbergsgatan 2, SE-411 05 Gothenburg (below referred to as ”Qualisys”).

4. The denominations “we”, “our” and “us” refer to Qualisys and “you”, and “your” refer to the Customer.

5. The Customer acknowledges that a purchase from Qualisys is dependent on the Customer being a legal entity. Private purchase is not permitted by Qualisys unless specifically agreed between the parties in writing.

6. Qualisys reserves the right to – from time to time – amend these General Terms and Conditions. Any changes that Qualisys makes will enter into force no earlier than thirty (30) days after the revised General Terms and Conditions have been made available on the Website and in the Online Shop.

Contact details

Name

Qualisys AB

Company registration
number

556591-1160

Postal address

Kvarnbergsgatan 2,
SE-411 05 Gothenburg,
Sweden

Return address

Kvarnbergsgatan 2,
SE-411 05 Gothenburg,
Sweden

Contact details
head office

E-mail sales@qualisys.com
Telephone +46 (0) 31 336 94 00
Fax +46 (0) 31 336 94 20

Ordering and acceptance of purchases

1. Physical Purchases

2. If a purchase order is made via telephone, fax and/or e-mail contact with Qualisys, Qualisys will send an order confirmation based on the tender agreed between the parties to the e-mail address or fax number provided by the Customer (“Order Confirmation”). Once the order is prepared for shipment the invoice will be sent in the same manner.

3. Online Purchases

4. After submitting the order in the Online Shop, Qualisys will send the Customer an Order Confirmation based on the placed order, containing the order number, details of the purchased item(s) and any delivery particulars, including tracking details. Qualisys does not guarantee that all items included in the Online Shop are in stock at the time of ordering, meaning that items in the shopping basket are not reserved and therefore may no longer be available once the order is placed.

Prices and payment

1. Physical Purchases

2. The Customer shall pay the price agreed upon by the parties and confirmed by Qualisys in the Order Confirmation. Payment shall be made in accordance with Section 4.7, unless agreed otherwise by the parties and stated in the Order Confirmation.

3. If the Customer is located outside the European Union, Qualisys may request that payment is made in advance at a date stated in the Order Confirmation, i.e. before shipment of the goods.

4. Online Purchases

5. Qualisys reserves the right to change the prices of the items sold in the Online Shop at any time and without any notice. Change in price will not apply for items already purchased by the Customer. The final price for the purchased goods will be detailed in the relevant confirmation.

6. Payment can be made via credit and debit card or by invoice, as specified further in the Online Shop. For payment by invoice, see Section 4.7

7. General

8. Periodic sales and/or campaign offers are valid - unless otherwise stated - as long as the items are available in stock and/or until the end date of the periodic sale and/or the campaign offer is reached under the terms specified in each offer/campaign.

9. All prices are stated excluding VAT, other applicable taxes, duties, import, delivery charges and similar. Information regarding delivery charges will be provided upon placing of the order and will depend on the Customer’s location.

10. If payment shall be made against invoice the fee shall be paid by the Customer no later than thirty (30) days from the date of invoice, unless stated otherwise in the Order Confirmation. If the Customer is in delay of payment, Qualisys is entitled to interest in accordance with the Swedish Interest Act (1975:635). The interest shall be the reference interest rate as set out from time to time by the Swedish Central Bank, plus eight (8) percentage points.

11. Qualisys shall have the right to suspend any or all further deliveries under the Agreement if payment is not made on the due date.

12. If the Customer purchases items from Qualisys from a country outside the EU which adds taxes, duties, import and brokerage fees, the Customer will not be charged with VAT. However, depending on location the Customer may be charged for tax, duty, import and brokerage fees when receiving the package. Qualisys is unable to calculate the exact amount of these duties and/or taxes since these charges are imposed directly by the local customs authority. Qualisys therefore recommends that the Customer contacts its local customs authority for information on current charges before placing the order. Qualisys does not compensate any local taxes, customs duties or similar fees which may be added to deliveries outside of the EU.

13. Qualisys shall have the right to issue a supplementary invoice in respect of any increase in tax or duty between the date of dispatch and the date of delivery for which the Customer may be liable to the appropriate authorities.

14. The goods sold shall remain Qualisys’ property until payment has been made in full. The retention of title shall not affect the passing of risk of loss or damage to the goods.

Delivery

1. Deliveries shall follow in accordance with the delivery schedule, delivery terms and description as specified by Qualisys in the Agreement at the time of purchase.

2. Qualisys shall notify the Customer in the event Qualisys is unable to deliver the goods at the indicated time of delivery and provide an estimated new time of delivery. If the goods cannot be delivered by such new delivery date and the Parties cannot agree on a new delivery date, the Customer may terminate the Agreement. Qualisys shall, except as provided in Section 7.1, not be liable to pay damages to the Customer due to delayed delivery of goods.

3. Insurance of goods in transit depends on applicable delivery terms for the shipment in question. Qualisys is not liable for any delay due to the fault of the delivery service provider. Any delay or damages resulting from the transportation of the goods shall be notified to and handled by the delivery service provider. If the package is lost, the Customer shall contact Qualisys as soon as possible so that Qualisys can initiate an investigation with its delivery service provider.

4. If the Customer does not pick up the purchased goods at the applicable service point, Qualisys will charge the Customer for the actual costs for freight charges and return freight charges.

Defective goods

1. Qualisys warrants that the goods sold by Qualisys comply with the specifications and the descriptions provided for the goods under the Agreement at the time of purchase. With regard to any third party goods – in no event shall Qualisys’ warranty extend beyond the warranty of such third party supplier. Qualisys may, in its sole discretion, chose to remedy, at no cost for the Customer except for what is stated in Section 6.4, any defects in goods or supply substitute goods, or compensate the Customer for the value of such defective goods or for the costs of adjustments up to a maximum amount corresponding to the price for the defective goods.

2. Qualisys’ warranty in Section 6.1 is limited to defects present when risk of loss or damage is passed on to the Customer and which are discovered and reported in writing within thirty (30) Swedish business days from the delivery date.

3. If the Customer, after contacting Qualisys, is asked to return the defective goods, it shall be sent to Qualisys, see “Return address” in Section 2 or as otherwise provided by Qualisys.

4. The Customer shall bear the costs and the risk for the return transportation of the defective goods to Qualisys, meaning that the Customer is responsible for any damage or loss of the item during transportation of the item back to Qualisys.

5. For the avoidance of any doubt, Qualisys is not liable for any defective goods due to the fault of the delivery service provider. Any delay or damages resulting from the transportation of the goods shall be notified to and handled by the delivery service provider.

Liability

1. Save for Qualisys’ warranty in Section 6.1 above, Qualisys shall not be liable for any damage or loss due to delayed or defective goods provided that Qualisys has not caused the delay, damage or loss by gross negligence. Qualisys shall under no circumstances be liable to the Customer for, inter alia but not limited to, any loss of profit, revenue, savings or goodwill, business opportunities, loss of data, loss due to the Customer’s obligation to compensate a third party or any other indirect or consequential damages of any kind.

2. Qualisys’ aggregate and total liability under the Agreement in respect of one or more events or series of events (whether connected or unconnected) shall be limited to an amount equal to the purchase price payable for the delayed or defective goods or services.

Ownership

All intellectual property rights to the goods, including but not limited to patents, copyrights, design rights, know how and trademarks, and any documentation relating thereto or to the goods supplied by Qualisys, shall be owned by and vested in Qualisys, or Qualisys' supplier, and nothing in the Agreement shall be interpreted as a transfer of such rights from Qualisys to the Customer.

Privacy policy and processing of data

1. Qualisys (as a personal data controller) will process the personal data regarding the natural person of contact for the purchase (the ”Registered Person”), as provided to Qualisys (such as company, name, email, address and telephone number and correspondence) in order to be able to administer the Customer’s orders. The legal basis for this processing of the mentioned data is the legitimate interests pursued by Qualisys and the Customer to fulfill Qualisys’ obligations to the Customer following the performance of the Agreement between the Customer and Qualisys. Qualisys will also process data regarding the transaction, including provided and relevant personal data, for bookkeeping purposes in accordance with the Swedish Bookkeeping Act (1999:1078)

2. Furthermore, Qualisys’ will process details regarding the device that the Registered Person makes use of for browsing on Qualisys Online Shop and details regarding the Customer’s use of Qualisys’ Online Shop (Customer’s operating system, browser type, IP address, traffic data, location data, weblogs, Customer behavior and usage statistics), which may or may not be personal data, to make the Online Shop as relevant as possible to the Customer, for statistical purposes and to develop the Online Shop and Qualisys’ products and services. For further information regarding Qualisys’ use of cookies, please see Privacy policy | Qualisys.

3. Any personal data will be stored for as long as needed for the processing described above and in no event longer than one (1) year after Qualisys’ customer relationship with the Customer has ended, unless stated otherwise in applicable laws.

4. For the provision of certain services, and to fulfill its obligations with regard to the purchase, Qualisys may hire other companies to provide such services on Qualisys’ behalf, including support, packaging, mailing and delivering purchases etc. Qualisys will only provide those companies the information they need to deliver the service, and they are prohibited from using the information for any other purpose. Such companies are located both within and outside of the European Union / European Economic Area. Except for the above, Qualisys will not share any personal data with third parties without the Registered Person’s permission.

5. Qualisys may also process the personal data for marketing and information purposes by, among other, electronic communications services. Qualisys may process personal data to provide the Registered Person with information regarding technical service issues related to a product or service the Customer has requested or regarding purchase conducted, such as e.g. information regarding software updates, available tutorials etc. The legal basis for this processing is a balance of interests. Such a legitimate interest, e.g. to market and provide information regarding Qualisys’ products and services, exists based on the potential benefits for Qualisys’ Customers. We respect if you, as a Registered Person, do not want to receive this information and a Registered Person will be able to choose to unsubscribe from these mailings, although they are considered an essential part of the service the Customer has chosen.

6. The Registered Person is entitled to request, in writing, information about the personal data Qualisys is processing regarding the Registered Person. The Registered Person can also request correction of incorrect information at any time. Furthermore, the Registered Person has under certain conditions the right to request that Qualisys deletes or limits the personal data that Qualisys is processing.

   The Registered Person has the right to file a complaint regarding Qualisys’ personal data processing to:

   Datainspektionen, Box 8114, 104 20 Stockholm, Sweden, e-mail: datainspektionen@datainspektionen.se

Miscellaneous

1. Qualisys’ aim is the Online Shop to work satisfactory at all times. However, the Online Shop is provided as it is and with the quality it has.

2. Should any provision of the Agreement, including these General Terms and Conditions, or part thereof be void or invalid, the other provisions shall remain in force and the applicable provision may be amended to the extent such invalidity materially affects the rights or obligations of the Customer or Qualisys under the Agreement.

3. In case of force majeure (e.g. war, civil war, revolution, riot, governmental measures, pandemics, strike, lockout, blockage, failure of electricity, telephone or internet service, natural disasters or similar events) the Agreement between the Customer and Qualisys can be partially or fully terminated by Qualisys without incurring any liability whatsoever.

4. The Agreement including its appendices constitute the full and entire understanding and agreement between the parties with regard to the subject hereof and replaces and supersedes all prior oral or written communications and understandings.

Governing law

1. Save for what is stated in Section 11.2, the Agreement, including these General Terms and Conditions, is governed by Swedish law, without regard to its conflict of law provisions. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall at first instance be settled by the District Court of Gothenburg, Sweden.

2. For Physical Purchases made in North America the Agreement shall be governed by the laws of Illinois. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall at first instance be settled by the jurisdiction located in Chicago, Cook County, in the State of Illinois, USA.