Terms used in these Terms and Conditions (“T&C”) but not otherwise defined shall have the meaning assigned to them below.
1.1 Agreement: any written agreement, including online transactions via the Noldus webstore, between Noldus and the Customer under which Noldus has agreed to supply Products to the Customer.
1.2 Customer: the natural or legal person with whom Noldus intends to enter into an Agreement.
1.3 EULA: the end-user license agreement between Noldus and Customer for the use of the Software.
1.4 Indirect Losses: any indirect loss, claim, damage, liability, or expenses (including reasonable attorney's fees), including lost profits, and damage due to the stagnation of business operations.
1.5 Losses: means any and all losses, including Indirect Losses and special, incidental, consequential, exemplary, enhanced, or punitive damage.
1.6 Noldus: Noldus Information Technology BV, the owner of these T&C, with registered office at Nieuwe Kanaal 5, 6709 PA Wageningen, The Netherlands, listed in the Trade Register under Chamber of Commerce number 09094422, or its subsidiaries listed here: noldus-corporate-information
1.7 NoldusCare Conditions: the conditions for the rendering of NoldusCare by Noldus to Customer as set out below.
1.8 Party: Noldus and the Customer(s), together the Parties that have entered or intend to enter into an Agreement.
1.9 Product: any Software, goods or services to be supplied by Noldus to the Customer under the Agreement.
1.10 Software: software manufactured by Noldus (including Noldus Software as defined in the NoldusCare Conditions) or a third party provided by Noldus to Customer under the Agreement.
1.11 User Documentation: the user documentation and manuals provided with any purchased Product (including Software).
2.1 These T&C shall apply to, and form an integral part of all orders and Agreements for the sale or delivery of Products by Noldus to the Customer through the Noldus webstore, insofar as Parties have not deviated thereof, expressly and in writing.
2.2 In addition to the T&C, the following conditions shall apply for specific Products:
b) the NoldusCare Conditions (2nd part of this document), for Customers who purchase or require additional services such as online training, software upgrades and personal support.
In the event of conflict, the specific provisions in the EULA and/or the NoldusCare Conditions take precedence over these T&C.
3.1 You may place an order 24 hours a day, 7 days a week through our webstore (for applicable products).
3.2 Images in our webstore are for illustrative purposes only. While we strive for accuracy, the actual product may differ slightly in appearance. This variance does not constitute grounds for order cancellation or a refund.
3.3 While we endeavor to ensure all prices in our webstore are correct, errors may occur. Should a pricing error be found, we will offer you the option to purchase the item at the correct price or cancel your order with a full refund if payment has been made. We reserve the right to cancel any orders due to incorrect pricing, with a prompt refund if your account has been charged.
3.4 Product availability is subject to change without notice. Our inventory can fluctuate throughout the day, so an item indicated as “in-stock” when you place your order may, in fact, be out-of-stock. In this event, we make every effort to notify you promptly if your order is placed on backorder.
3.5 Your order is acknowledged via e-mail after it has been accepted.
4.1 We accept only credit card orders (Visa, Master Card, Discover, American Express) through our webstore.
5.1 Orders for items that are delivered via e-mail, such as software product activation codes, are typically sent within 5 business days after receipt of order and verification of the customer’s credit card information.
5.2 Orders for in-stock items processed through our webstore are typically shipped within 10 business days after receipt of order, provided valid verification has been received.
5.3 Out of stock or build-to-order items may vary up to 60 days. If an item is out of stock or backordered, you will be contacted with an estimated ship date. Only complete orders are shipped unless otherwise negotiated.
5.4 For items that are drop-shipped through our suppliers, we will inform you on the expected delivery time as soon as possible.
6.1 Limited Warranty. Noldus warrants that Software products will perform substantially in accordance with the accompanying written materials for a period of sixty (60) days from the date of receipt. Noldus warrants that Hardware products will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Hardware products serviced/repaired by Noldus are warranted against defects in workmanship and materials for a period of 90 days, or the remainder of the original warranty period, whichever is greater. Refurbished hardware products are warranted against defects in materials and workmanship for a period of ninety (90) days from the date of receipt.
6.2 Extended Limited Warranty. Selected products include the option of purchasing an Extended Limited Warranty. Please contact info@noldus.com to determine if your product offers an optional Extended Limited Warranty and carries any related additional Terms and Conditions.
6.3 Warranty Procedure. Please contact support@noldus.com for help in determining whether a product appears to be defective. If it is, customer support will issue a corresponding Return Merchandise Authorization (RMA) number and provide further instructions for returning the item. All items returned for warranty or repair, must be pre-authorized and issued an RMA number. Noldus will not accept product returns without an RMA number. Noldus reserves the right to void product warranty if security seals are not intact.
6.4 No Other Warranties. To the maximum extent permitted by applicable law, Noldus and its suppliers disclaim all other warranties, either expressed or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the product and accompanying written materials. This Limited Warranty gives you specific legal rights. You may have others, which vary from jurisdiction to jurisdiction. Any implied warranties on Software or Hardware products are limited to sixty (60) days and one (1) year, respectively. Some jurisdictions do not allow limitations on the duration of an implied warranty, so the above limitation may not apply to you.
6.5 Customer Remedies. Noldus’ entire liability and your exclusive remedy shall be, at Noldus’ option, either (a) return of the price paid, less shipping and handling, and any applicable restocking fee, or (b) repair or replacement of the product that does not meet this Limited Warranty and which is returned to Noldus with a copy of your receipt. This Limited Warranty is void if failure of the product has resulted from accident, abuse, or misapplication. Any replacement product or hardware will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.
6.6 No Liability for Consequential Damages. To the maximum extent permitted by applicable law, in no event shall Noldus or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever (including without limitation damages for loss of business/educational/research profits, business/educational/research interruption, loss of business/educational/research information, or any other pecuniary loss) arising out of the use of or inability to use the product, even if Noldus has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
7.1 Noldus Products are intended for research or training purposes only. They are not marketed as medical devices and are not to be used for diagnosis or treatment of disease in human subjects. Customer agrees not to use the Products in any application where the failure, malfunction or inaccuracy of the Product carries the risk of death or bodily injury.
7.2 Noldus Products shall not be used for collection of biometric data from human subjects without prior informed consent from the person whose data is being captured.
7.3 Noldus does not allow the use of its Products for the following applications:
7.4 If Noldus notices that its Products are used for applications that it does not approve, this may lead to discontinuation of customer support and termination of the software license.
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Terms used in these NoldusCare Conditions and not defined above in the Terms and Conditions for Online Orders (“T&C”) shall have the meaning assigned to them below.
2.1 In addition to Noldus’ Terms and Conditions for Online Orders, these NoldusCare Conditions apply to the additional services purchased by the Customer for maintenance and support by Noldus (“NoldusCare”) and shall form an integral part of the Agreement insofar as Parties have not deviated thereof, expressly and in writing. NoldusCare includes, but is not limited to:
2.2 In the event of conflict between the T&C and the NoldusCare Conditions, the NoldusCare Conditions shall take precedence over the T&C.
3.1 Professional support includes:
Third Party Software and Hardware is supported as far as Noldus has working knowledge on the Product. If required, Noldus may consult such Third Party Supplier.
3.2 Professional support shall not include any of the following services:
3.3 Customer shall inform Noldus in writing of the name and contact details of the Registered User and any Co-User(s).
3.4 Customer, through its Registered User or its Co-User(s), shall be entitled to a maximum total of 80 hours of professional support per year.
3.5 Professional support is available to Customer on Monday through Friday, except on public holidays in the country in which the Noldus office is located where the Customer purchased the Product, during normal office opening hours. Noldus will use its best efforts to reply to requests for NoldusCare within 24 hours on working days. Customer can always access the knowledge base and FAQ on the Noldus website for technical support at any time.
3.6 The costs associated with any NoldusCare for Hardware that proves to be conform to the Specifications during inspection (i.e. not defective) are for account of the Customer.
4.1 Noldus shall notify and provide Registered Users with any Noldus Software upgrades (new releases with functional changes and additions), updates (new releases with bug fixes) and new User Documentation. Such notification shall include information on how to download and install the Noldus Software.
4.2 If new Noldus Hardware or a new operating system is necessary to install the Noldus Software, the associated costs are for account of Customer.
4.3 Third Party Software upgrades and updates are provided solely in accordance with the terms and conditions of such Third Party Software supplier. If Third Party Software upgrades and updates are included, this is specified in the Agreement.
5.1 Customer shall pay Noldus the fees set out in the Agreement for NoldusCare in advance. Any services not covered by the Agreement will be invoiced separately to the Customer. The hourly rates applied for such additional services will be communicated to Customer before such services are provided.
5.2 Fees specified in the Agreement do not include (i) actual, reasonable travel and out-of-pocket expenses, (ii) expense claims filed by third parties engaged by Noldus, (iii) value-added tax and (iv) custom duties or other government levies, unless stated otherwise in the Agreement. Customer will reimburse Noldus for such additional expenses.
5.3 Noldus is entitled to adjust the fees and the hourly rates as referred to under Section 5.1 applicable to each twelve-month period by written notice to the Customer, not later than three months before the start of such twelve-month period (e.g. to compensate for inflation). If, between the signing of the Agreement and its completion, any parameter set out in the Agreement relevant to the calculation of said fees and hourly rates as referred to in Section 5.1 will be subject to change, Noldus will have the right to adjust the fees and hourly rates accordingly.
5.4 NoldusCare is marketed using promotional offers, such as “first year for free” or “one year for free included in first purchase”. The Customer can only derive rights from such offers when they are part of a quotation by Noldus. When one or more years of NoldusCare are purchased, a discount equal to the price of one year NoldusCare is subtracted from the total price of NoldusCare.
6.1 Customer agrees to use the Products in accordance with the User Documentation provided with the Products.
6.2 Customer shall not permit the Products to be used or operated by other than properly qualified or trained operators employed by or under control of Customer.
6.3 Customer shall timely appropriately provide Noldus with all required information to perform the services included in the NoldusCare on the Products and shall provide remote access via an internet connection if requested. If such remote access cannot be provided, any additional costs associated with a visit of Noldus to the Customer’s location will be borne by Customer.
6.4 Noldus shall perform the services included in the NoldusCare with reasonable skill, care and diligence in accordance with the Agreement and professional standards.
6.5 In the event of on-site performance of NoldusCare, Noldus shall take reasonable steps to minimize interference with the business of Customer and shall at all times comply with the applicable rules and regulations at the premises that have been notified to Noldus by Customer prior to the visit. Noldus shall not be required to engage in the handling of animals while providing the services on site.
7.1 Upon purchase of a Product, the Customer receives a limited warranty in accordance with the terms and conditions set out in Section 6 of the T&C. For Noldus Hardware, Customer may separately purchase, at the moment of ordering the Product, an extension of the Warranty Period for a second and/or third year after the date of delivery. For avoidance of doubt, the Warranty Period for Noldus Hardware can be extended to a maximum of three years after the date that such Noldus Hardware was delivered.
7.2 During the Warranty Period, repair or replacement of Noldus Hardware will be provided in accordance with the terms and conditions of Section 6 of the T&C.
7.3 The warranty applicable to Third Party Hardware is subject to the warranty conditions provided by the Third Party that manufactures such Third Party Hardware. Customer may contact Noldus for more information on the scope and duration of such warranty by the Third Party. Customer may separately purchase an extension of the Warranty Period for the Third Party Hardware subject to the conditions of the Third Party’s warranty conditions, for a maximum period of three years after the date that such Third Party Hardware was delivered.
7.4 During the Warranty Period for Third Party Hardware, repair or replacement of non-conforming Third Party Hardware shall be performed by Noldus or the Third Party. In the event of non-conforming Third Party Hardware, Customer will inform Noldus in writing of such non-conformity. If required and covered by the Third Party warranty, Noldus will request Customer to ship the non-conforming Third Party Hardware to Noldus at Customer’s cost pursuant to the procedure set out in the RMA provided by Noldus. Within ten (10) calendar days of receiving the RMA, Customer shall return the non-conforming Third Party Hardware to Noldus’ designated repair facility. Noldus will ship the Third Party Hardware to Customer after repair or replacement at its cost.
7.5 Noldus is entitled to use alternative Noldus Hardware (or parts thereof) or Third Party Hardware (or parts thereof) with comparable functionality, if the Noldus Hardware (or parts thereof) or Third Party Hardware (or parts thereof) are not available.
8.1 NoldusCare commences on the date the Product has been shipped to the Customer, unless agreed otherwise and confirmed in writing.
8.2 NoldusCare shall continue for the term agreed in the Agreement or so much longer as NoldusCare is extended by the Parties, unless terminated earlier in accordance with this Section 8.
8.3 Noldus is entitled to suspend any NoldusCare if (i) the Product is used other than in accordance with the applicable User Documentation, (ii) modification, maintenance or repair is performed by others than Noldus except with Noldus’ prior written consent, (iii) the invoice for NoldusCare is not paid within 30 days of receipt by Customer, (iv) Customer does not comply with the provisions of Sections 6.1-6.3 or (v) in the event of Force Majeure. In the event that Noldus suspends NoldusCare under (iii) above, such suspension shall be lifted upon receipt by Noldus of the outstanding payment and as of that moment Noldus shall continue the services under the NoldusCare for the remainder of the period (i.e. NoldusCare shall not be extended to compensate for the period under suspension).
8.4 Either Party may forthwith terminate this Agreement with prior written notice upon:
8.5 Noldus may forthwith (partially) terminate NoldusCare upon prior written notice to the Customer in the event that the Product is withdrawn from the market.
8.6 If Noldus suspends NoldusCare pursuant to Section 8.3, except for Force Majeure, or terminates the Agreement pursuant to Section 8.4, any amount outstanding to Noldus for NoldusCare under the Agreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
8.7 If Customer terminates the Agreement pursuant to Section 8.4 or Noldus (partially) terminates the Agreement pursuant to Section 8.5, any amount that the Customer owes to Noldus until the date of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
8.8 The terms of Sections 2.2 and 7 of the T&C and the terms of Sections 5, 6, 7 and 8.7 of these NoldusCare Conditions shall survive termination or expiration of the Agreement. In addition, any other provisions which are required to interpret and enforce the Parties' rights and obligations under the Agreement shall also survive any termination or expiration of this Agreement, but only to the extent required for the full observation and performance of the Agreement.
8.9 Noldus will, at request of the Customer, return all information and documentation provided by the Customer upon termination or completion of the Agreement.
ANNEX TO THE TERMS AND CONDITIONS FOR ONLINE ORDERS
NOLDUS SOFTWARE
The following software products, manufactured by Noldus, are covered by NoldusCare:
The Observer XT
Pocket Observer
EthoVision XT
UltraVox XT
FaceReader
ErasmusLadder
Catwalk XT
MediaRecorder
Viso
DanioScope
TrackLab
NoldusHub
NOLDUS HARDWARE
The following hardware products are covered by NoldusCare:
PhenoTyper cage and peripheral devices
DanioVision observation chamber, temperature control unit and peripheral devices
CatWalk walkway and goal box
ErasmusLadder
UltraVox microphones
Dell computers (listed here because these are supplied with 3-year Dell next business day on-site warranty)
Integrated audio and video equipment as described in the quotation
THIRD-PARTY SUPPLIERS
Biopac Systems Inc.
Carl Zeiss Microscopy
Contimeta BV
Coy Laboratory Products Inc.
Cube Human Experience Inc.
Data Sciences International Inc.
EyeTech Digital Systems Inc.
Maze Engineers Inc.
Med Associates Inc.
Mindware Technologies Ltd
PhenoSys GmbH
Plux Wireless Biosignals S.A.
Prizmatix Ltd
Sewio Networks s.r.o.
Shimmer Research Ltd
Smart Eye AB
Synaptologics BV (Sylics)
Tobii AB
Tupola (Wageningen UR)
Ubisense plc
Ugo Basile s.r.l.
Werther International
Other manufacturers specifically mentioned in the quotation as third-party suppliers